Illinois Compiled Statutes
805 ILCS 5/ - Business Corporation Act of 1983.
Article 15 - Fees, Franchise Taxes And Charges

(805 ILCS 5/Art. 15 heading)

 
(805 ILCS 5/15.05) (from Ch. 32, par. 15.05)
Sec. 15.05.

Fees,
franchise taxes, and charges to be collected by Secretary of State.
The Secretary of State shall charge and collect in accordance with the
provisions of this Act:
(a) Fees for filing documents.
(b) License fees.
(c) Franchise taxes.
(d) Miscellaneous charges.
(e) Fees for filing annual reports.

(Source: P.A. 93-59, eff. 7-1-03.)
 
(805 ILCS 5/15.10) (from Ch. 32, par. 15.10)
Sec. 15.10. Fees for filing documents. The Secretary of State shall charge and collect for:
(Source: P.A. 102-282, eff. 1-1-22.)
 
(805 ILCS 5/15.12)
Sec. 15.12.
Disposition of fees.
Of the total money collected for the
filing of an annual report under this Act, $15 of the filing fee
shall be paid
into the Secretary of State Special Services Fund. The remaining $60 shall be
deposited into the General Revenue Fund in the State Treasury.

(Source: P.A. 93-32, eff. 12-1-03.)
 
(805 ILCS 5/15.15) (from Ch. 32, par. 15.15)
Sec. 15.15.
Miscellaneous charges.
The Secretary of State shall charge and
collect;
(a) For furnishing a copy or certified copy of any document, instrument, or
paper relating to a corporation, or for a certificate, $25.
(b) At the time of any service of process, notice or demand on him or her
as resident agent of a corporation, $10, which amount may be recovered as
taxable costs by the party to the suit or action causing such service to
be made if such party prevails in the suit or action.

(Source: P.A. 93-32, eff. 12-1-03.)
 
(805 ILCS 5/15.20) (from Ch. 32, par. 15.20)
Sec. 15.20.
License fees payable by domestic corporations.
For the privilege of exercising its franchises in this State, the
Secretary of State shall charge and collect from each domestic corporation
the following license fees, computed on the basis and at the rates
prescribed in this Act:
(a) Except as otherwise provided in paragraph (c) of this Section,
an additional license fee at the time of filing (1) a report of the
issuance of additional shares, or (2) a report of an increase in paid-in
capital without the issuance of shares, or (3) an amendment to the articles
of incorporation or a report of cumulative changes in paid-in capital or of
an exchange or reclassification of shares, whenever any amendment or
report discloses an increase in its paid-in capital over the amount thereof
last reported in any document, other than an annual report, interim annual
report, or final transition annual report, required by this Act to be filed
in the office of the Secretary of State.
(b) Except as otherwise provided in paragraph (c) of this Section,
an additional license fee at the time of filing a report of paid-in
capital following a merger or consolidation that discloses that the paid-in
capital of the surviving or new corporation immediately after the merger or
consolidation is greater than the sum of the paid-in capital of all of the
merged or consolidated corporations as last reported by them in any
documents, other than annual reports, required by this Act to be filed in
the office of the Secretary of State.
(c) The additional license fees referred to in paragraphs (a) and (b)
of this Section shall not be payable with respect to issuances of shares or
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 of a corporation in 1991.

(Source: P.A. 86-985; 86-1217.)
 
(805 ILCS 5/15.25) (from Ch. 32, par. 15.25)
Sec. 15.25.

Basis of computation of license fees payable by domestic
corporations.
(a) Except as otherwise provided in subsection (c) of this Section,
the basis for each additional license fee payable by a domestic
corporation, except in the case of a statutory merger or consolidation,
shall be the amount, expressed in dollars, of the increase
in
its paid-in capital over the amount thereof last
reported in any document, other than an annual report, required by this
Act to be filed in the office of the Secretary of State.
(b) Except as otherwise provided in subsection (c) of this Section,
the basis for an additional license fee payable by the surviving or
new corporation, in case of a statutory merger or consolidation of
domestic corporations shall be the amount, expressed in dollars, of the
increase in the paid-in capital of the surviving or new corporation
immediately after the merger or consolidation over the sum of the paid-in
capital of all of the merged or consolidated corporations, as last reported
by them in any document, other than annual reports, required by this Act to
be filed in the office of the Secretary of State.
(c) The additional license fees referred to in subsections (a) and (b)
of this Section shall not be payable with respect to issuances of shares or
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 of the corporation in 1991.
(d) 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.)
 
(805 ILCS 5/15.30) (from Ch. 32, par. 15.30)
Sec. 15.30.
Rate of license fees payable by domestic corporations.
The
license fees payable by each domestic corporation shall be computed at the
rate of one-twentieth of one per cent of the basis prescribed in this Act
for the computation thereof.

(Source: P.A. 86-985.)
 
(805 ILCS 5/15.35) (from Ch. 32, par. 15.35)
(Text of Section from P.A. 102-16)
Sec. 15.35. Franchise taxes payable by domestic corporations. For the privilege of exercising its franchises in this State, each
domestic corporation shall pay to the Secretary of State the following
franchise taxes, computed on the basis, at the rates and for the periods
prescribed in this Act:
On or after January 1, 2020 and prior to January 1, 2021, the first $30 in liability is exempt from the tax imposed under this Section. On or after January 1, 2021, the first $1,000 in liability is exempt from the tax imposed under this Section.
(Source: P.A. 101-9, eff. 6-5-19; 102-16, eff. 6-17-21.)
(Text of Section from P.A. 102-282)
Sec. 15.35. Franchise taxes payable by domestic corporations. For the privilege of exercising its franchises in this State, each
domestic corporation shall pay to the Secretary of State the following
franchise taxes, computed on the basis, at the rates and for the periods
prescribed in this Act:
On or after January 1, 2020 and prior to January 1, 2021, the first $30 in liability is exempt from the tax imposed under this Section. On or after January 1, 2021 and prior to January 1, 2022, the first $1,000 in liability is exempt from the tax imposed under this Section. On or after January 1, 2022 and prior to January 1, 2023, the first $10,000 in liability is exempt from the tax imposed under this Section. On or after January 1, 2023 and prior to January 1, 2024, the first $100,000 in liability is exempt from the tax imposed under this Section. The provisions of this Section shall not require the payment of any franchise tax that would otherwise have been due and payable on or after January 1, 2024. There shall be no refunds or proration of franchise tax for any taxes due and payable on or after January 1, 2024 on the basis that a portion of the corporation's taxable year extends beyond January 1, 2024. Public Act 101-9 shall not affect any right accrued or established, or any liability or penalty incurred prior to January 1, 2024.
This Section is repealed on December 31, 2024.
(Source: P.A. 101-9, eff. 6-5-19; 102-282, eff. 1-1-22.)
(Text of Section from P.A. 102-558)
Sec. 15.35. Franchise taxes payable by domestic corporations. For the privilege of exercising its franchises in this State, each
domestic corporation shall pay to the Secretary of State the following
franchise taxes, computed on the basis, at the rates and for the periods
prescribed in this Act:
On or after January 1, 2020 and prior to January 1, 2021, the first $30 in liability is exempt from the tax imposed under this Section. On or after January 1, 2021 and prior to January 1, 2022, the first $1,000 in liability is exempt from the tax imposed under this Section. On or after January 1, 2022 and prior to January 1, 2023, the first $10,000 in liability is exempt from the tax imposed under this Section. On or after January 1, 2023 and prior to January 1, 2024, the first $100,000 in liability is exempt from the tax imposed under this Section. The provisions of this Section shall not require the payment of any franchise tax that would otherwise have been due and payable on or after January 1, 2024. There shall be no refunds or proration of franchise tax for any taxes due and payable on or after January 1, 2024 on the basis that a portion of the corporation's taxable year extends beyond January 1, 2024. Public Act 101-9 shall not affect any right accrued or established, or any liability or penalty incurred prior to January 1, 2024.
This Section is repealed on December 31, 2025.
(Source: P.A. 101-9, eff. 6-5-19; 102-558, eff. 8-20-21.)
 
(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:
(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. 91-464, eff. 1-1-00.)
 
(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;
commencing on January 1, 1984 to the first day of the anniversary month in
2004, 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; commencing
with the first anniversary month that occurs after December,
2003,
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 $2,000,000 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 in
connection with an anniversary month prior to January, 2004 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; commencing with the
first anniversary month that occurs after December,
2003,
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 $2,000,000 per annum.
(c) The annual franchise tax payable at the time of filing the final
transition annual report in connection with an anniversary month prior to
January, 2004 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; commencing with the
first anniversary month that occurs after December,
2003,
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 $166,666.666666 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 articles of incorporation are filed by
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, but prior to
January 1, 2004, 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 articles of incorporation are filed in
accordance
with
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.
The initial franchise tax payable on or after January 1, 2004, 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
articles of incorporation are filed in accordance with Section 2.10 of this
Act,
but in no event shall the initial franchise tax be less than $25 nor more than
$2,000,000 per annum plus 1/10th 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. 96-66, eff. 1-1-10.)
 
(805 ILCS 5/15.50) (from Ch. 32, par. 15.50)
Sec. 15.50.
License fees payable by foreign corporations.
For the privilege of exercising its authority to transact business
in this State as set out in its application therefor or any amendment
thereto, the Secretary of State shall charge and collect from each foreign
corporation the following license fees, computed on the basis and at the
rates prescribed in this Act:
(a) An initial license fee at the time of filing its application for
authority to transact business in this State whenever the
application indicates the corporation commenced transacting business prior
to January 1, 1991.
(b) Except as otherwise provided in paragraph (e) of this Section, an
additional license fee at the time of filing (1) a report of the
issuance of additional shares, or (2) a report of an increase in paid-in
capital without the issuance of shares, or (3) a report of cumulative
changes in paid-in capital or of an exchange or reclassification of shares,
whenever the report discloses an increase in the amount represented in
this State of its paid-in capital over the greatest amount thereof
theretofore reported in any document required by this Act to be filed in
the office of the Secretary of State.
(c) Except as otherwise provided in paragraph (e) of this Section,
whenever the corporation shall be a party to a statutory merger and
shall be the surviving corporation, an additional license fee at the time
of filing its report following merger, if the
report discloses that the amount represented in this State of its paid-in
capital immediately after the merger is greater than the aggregate of the
amounts represented in this State of the paid-in capital of all of the
merged corporations.
(d) Except as otherwise provided in paragraph (e) of this Section,
an additional license fee payable with the annual franchise tax each year in
which the corporation is required by this Act to file an annual report
whenever the report discloses an increase in the amount represented in
this State of its paid-in capital over the amount previously determined to
be represented in this State in accordance with the provisions of this Act.
(e) The additional license fee referred to in paragraphs (b), (c) and
(d) of this Section shall not be payable with respect to issuances of
shares or 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 of a foreign corporation in 1991 or to an increase
in the amount represented in this State of its paid-in capital over the
amount previously determined to be represented in this State in accordance
with the provisions of this Act.

(Source: P.A. 92-33, eff. 7-1-01.)
 
(805 ILCS 5/15.55) (from Ch. 32, par. 15.55)
Sec. 15.55.

Basis of computation of license fee payable by foreign
corporations.
(a) The basis for the initial license fee 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
whenever the application for authority indicates the
corporation commenced transacting business in this State prior to January
1, 1991.
(b) The basis for an additional license fee payable by a foreign
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 the annual report, 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, but the basis shall not include any increases
in its paid-in capital represented in this State that occur
after both December 31, 1990 and the last
day of the third month immediately preceding its anniversary month in 1991.
(c) Whenever a foreign corporation shall be a party to a statutory
merger
that becomes effective either prior to January 1, 1991 or
on or prior to the last day of the third month
immediately preceding the surviving corporation's anniversary month in
1991 and shall be the surviving corporation, the basis for an additional
license fee 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.
(d) For the purpose of determining the amount represented in this State
of the paid-in capital of a foreign corporation that shall be a party to
a statutory merger that becomes effective either prior to
January 1, 1991 or on or prior to the last day of
the third month immediately preceding the surviving corporation's
anniversary month in 1991, 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.
(e) 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 the application of the corporation for
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 immediately 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.
(f) 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. 92-33, eff. 7-1-01.)
 
(805 ILCS 5/15.60) (from Ch. 32, par. 15.60)
Sec. 15.60.
Rate of license fees payable by foreign corporations.
The initial license fee and all additional license fees payable by a
foreign corporation shall be computed at the rate of one-twentieth of one
per cent of the basis prescribed in this Act for the computation of the
initial license fee and additional license fees, respectively, but the
initial license fee shall not be less than 50 cents.

(Source: P.A. 83-1025.)
 
(805 ILCS 5/15.65) (from Ch. 32, par. 15.65)
Sec. 15.65. Franchise taxes payable by foreign corporations. For the privilege of exercising its authority to transact such business
in this State as set out in its application therefor or any amendment
thereto, each foreign corporation shall pay to the Secretary of State the
following franchise taxes, computed on the basis, at the rates and for the
periods prescribed in this Act:
On or after January 1, 2020 and prior to January 1, 2021, the first $30 in liability is exempt from the tax imposed under this Section. On or after January 1, 2021, the first $1,000 in liability is exempt from the tax imposed under this Section.
(Source: P.A. 101-9, eff. 6-5-19; 102-16, eff. 6-17-21; 102-558, eff. 8-20-21; 102-813, eff. 5-13-22.)
 
(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 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:
(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 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 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. 91-464, eff. 1-1-00; 92-33, eff. 7-1-01.)
 
(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;
commencing on January 1, 1984 to the first day of the anniversary month in
2004, 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;
commencing on January 1, 2004, the annual franchise tax payable by each
foreign corporation 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 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 $2,000,000 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 in
connection with an anniversary month prior to January, 2004 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; commencing with the
first anniversary month that occurs after December,
2003,
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 such filing, but in
no event shall the amount of the annual
franchise tax be less than $25 nor more
than $2,000,000 per annum.
(c) The annual franchise tax payable at the time of filing the final
transition annual report in connection with an anniversary month prior to
January, 2004 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; commencing with the
first anniversary month that occurs after December,
2003,
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 $166,666.666666 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 application for authority
is
filed by 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 application for authority is
filed by the corporation under Section 13.15 of this Act, but
in no event
shall the franchise tax for a taxable year commencing prior to January 1,
2004 be less than $25 nor more than $1,000,000 per annum
plus 1/20 of 1% of the basis therefor
and in no event shall the franchise tax for a taxable year commencing on or
after
January 1, 2004 be less than $25 or more than $2,000,000 per annum plus 1/20 of
1% of the basis therefor.
(e) Whenever the application for authority indicates
that
the corporation commenced transacting business:
(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. 98-756, eff. 7-16-14.)
 
(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,
penalties, and interest 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
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 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
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. 93-59, eff. 7-1-03.)
 
(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, 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,
penalty, or interest under this Act shall maintain any civil action until
all
such franchise taxes, license fees, 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 the Public Utilities Act, or the Collateral Recovery Act, or the Personal Property Storage Act, or Chapter 18a, 18c, or 18d of the
Illinois Vehicle Code 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) Each month the Secretary of State shall, by written notice, advise the Chief Clerk of the Illinois Commerce Commission of: (i) any domestic corporation on the list maintained under subsection (d) that has been dissolved within the month; and (ii) any foreign corporation on the list maintained under subsection (d) whose authority to do business in Illinois has been revoked within the month.
(f) The Secretary of State and the Illinois Commerce Commission may provide each other the information required under this Section in an electronic format, including, without limitation by means of such agreed access, those records of the Secretary of State that will provide the Illinois Commerce Commission the information it requires under the statutes it administers. The provision of information under this Section shall begin as soon as is practicable, but in no event later than October 1, 2020.
(Source: P.A. 100-863, eff. 8-14-18; 101-494, eff. 1-1-20.)
 
(805 ILCS 5/15.90) (from Ch. 32, par. 15.90)
Sec. 15.90. Statute of limitations.
(a) Except as otherwise provided
in this Section and notwithstanding anything to the contrary contained in
any other Section of this Act, no domestic corporation or foreign
corporation shall be obligated to pay any annual franchise tax, fee,
or penalty or interest thereon imposed under this Act, nor shall any
administrative or judicial sanction
(including dissolution) be imposed or enforced nor access to the courts of
this State be denied based upon nonpayment thereof more than 7 years
after the date of filing the annual report with respect to the period
during which the obligation for the tax, fee, penalty or
interest arose, unless (1) within that 7 year period the Secretary of State
sends a written notice to the corporation to the effect that (A)
administrative or judicial action to dissolve the corporation or revoke its
authority for nonpayment of a tax, fee, penalty or interest
has been commenced; or (B) the corporation has submitted a report
but has
failed to pay a tax, fee, penalty or interest required to be paid
therewith; or (C) a report with respect to an event or action giving rise
to an obligation to pay a tax, fee, penalty or interest is required but has
not been filed, or has been filed and is in error or incomplete; or (2)
the annual report by the corporation was filed with fraudulent
intent to evade taxes payable under this Act. A corporation
nonetheless shall be required to pay all taxes
that would have been payable during the most recent 7 year period due to a
previously unreported increase in paid-in capital that occurred prior to
that 7 year period and interest and penalties thereon for that period, except that, from February 1, 2008 through March 15, 2008, with respect to any corporation that participates in the Franchise Tax and License Fee Amnesty Act of 2007, the corporation shall be only required to pay all taxes that would have been payable during the most recent 4 year period due to a previously unreported increase in paid-in capital that occurred prior to that 7 year period.
(b) If within 2 years following a change in control of a corporation the
corporation voluntarily pays in good faith all known obligations of
the corporation imposed by this Article 15 with respect to reports that
were required to have been filed since the beginning of the 7 year period
ending on the effective date of the change in control, no action shall be
taken to enforce or collect obligations of that corporation imposed by this
Article 15 with respect to reports that were required to have been filed
prior to that 7 year period regardless of whether the limitation period set
forth in subsection (a) is otherwise applicable. For purposes of this
subsection (b), a change in control means a transaction, or a series of
transactions consummated within a period of 180 consecutive days, as a
result of which a person which owned less than 10% of the shares having the
power to elect directors of the corporation acquires shares such that the
person becomes the holder of 80% or more of the shares having such power.
For purposes of this subsection (b) a person means any natural person,
corporation, partnership, trust or other entity together with all other
persons controlled by, controlling or under common control with such person.
(c) Except as otherwise provided in this Section and notwithstanding
anything to the contrary contained in any other Section of this Act, no foreign
corporation that has not previously obtained authority under
this Act shall, upon voluntary application for authority filed
with the Secretary of State prior to January 1, 2001, be obligated to pay any
tax, fee, penalty, or interest imposed under this Act, nor shall any
administrative or judicial sanction be imposed or enforced based upon
nonpayment thereof with respect to a period during which the obligation arose
that is prior to January 1, 1993 unless (1) prior to receipt of the application
for authority the Secretary of State had sent written notice
to
the corporation regarding its failure to obtain an application for authority, (2)
the corporation had submitted an application for authority
previously but had failed to pay any tax, fee, penalty or interest to be paid
therewith, or (3) the application for authority was submitted
by
the corporation with fraudulent intent to evade taxes payable under this Act.
A
corporation nonetheless shall be required to pay all taxes and fees due under
this Act that would have been payable since January 1, 1993 as a result of
commencing the transaction of its business in this State and interest thereon
for that period.

(Source: P.A. 95-233, eff. 8-16-07; 95-707, eff. 1-11-08; 96-66, eff. 1-1-10.)
 
(805 ILCS 5/15.95) (from Ch. 32, par. 15.95)
Sec. 15.95. Department of Business Services Special Operations Fund.
(a) A
special fund in the State treasury known as the Division of
Corporations Special Operations
Fund is renamed the Department of Business Services Special Operations
Fund. Moneys deposited into the Fund shall, subject to appropriation, be
used by the Department of Business Services of the
Office of the Secretary of State,
hereinafter "Department", to create and maintain the
capability
to perform
expedited services in response to special requests made by the public for
same day or 24 hour service. Moneys deposited into the Fund shall be used
for, but not limited to, expenditures for personal services, retirement,
social security, contractual services, equipment, electronic data
processing, and telecommunications.
(b) On or before August 31 of each year, the balance in the Fund in excess of $600,000 shall be transferred to the General Revenue Fund.
(c) All fees payable to the Secretary of State under this Section
shall be deposited into the Fund. No other fees or taxes collected under
this Act shall be deposited into the Fund.
(d) "Expedited services" means services rendered within the same day,
or within 24 hours from the time, the request therefor is submitted by the
filer, law firm, service company, or messenger physically in person or, at
the Secretary of State's discretion, by electronic means, to the
Department's Springfield Office and includes requests for
certified copies,
photocopies, and certificates of good standing or fact made to the
Department's Springfield Office in person or by telephone,
or requests for
certificates of good standing or fact made in person or by telephone to the
Department's Chicago Office. A request submitted by electronic means may not be considered a request for expedited services solely because of its submission by electronic means, unless expedited service is requested by the filer.
(e) Fees for expedited services shall be as follows:
(f) Expedited services shall not be available for a statement of
correction, a petition for refund or adjustment, or a request involving
annual reports filed before January 1, 1984 or involving dissolved corporations
with a
file number below 5200.

(Source: P.A. 99-620, eff. 1-1-17; 100-186, eff. 7-1-18.)
 
(805 ILCS 5/15.97) (from Ch. 32, par. 15.97)
(Section scheduled to be repealed on December 31, 2024)
Sec. 15.97. Corporate Franchise Tax Refund Fund.
(a) Beginning July 1, 1993, a percentage of the amounts collected
under Sections 15.35, 15.45, 15.65, and 15.75 of this Act shall be
deposited into the Corporate Franchise Tax Refund Fund, a special Fund
hereby created in the State treasury. From July 1, 1993, until December 31,
1994, there shall be deposited into the Fund 3% of the amounts received
under those Sections. Beginning January 1, 1995, and for each fiscal year
beginning thereafter, 2% of the amounts collected under those Sections
during the preceding fiscal year shall be deposited into the Fund.
(b) Beginning July 1, 1993, moneys in the Fund shall be expended
exclusively for the purpose of paying refunds payable because of overpayment
of franchise taxes, penalties, or interest under Sections 13.70, 15.35,
15.45, 15.65, 15.75, and 16.05 of this
Act and making transfers authorized under this Section. Refunds in
accordance with the provisions of subsections (f) and (g) of Section 1.15
and Section 1.17 of this Act may be made from the Fund only to the extent that
amounts collected under Sections 15.35, 15.45, 15.65, and 15.75 of this Act
have been deposited in the Fund and remain available. On or before August 31 of each year, the balance in the Fund in excess of $100,000 shall be transferred to the General Revenue Fund. Notwithstanding the provisions of this subsection, for the period commencing on or after July 1, 2022, amounts in the fund shall not be transferred to the General Revenue Fund and shall be used to pay refunds in accordance with the provisions of this Act. Within a reasonable time after December 31, 2022, the Secretary of State shall direct and the Comptroller shall order transferred to the General Revenue Fund all amounts remaining in the fund.
(c) This Act shall constitute an irrevocable and continuing
appropriation from the Corporate Franchise Tax Refund Fund for the purpose
of paying refunds upon the order of the Secretary of State in accordance
with the provisions of this Section.
(d) This Section is repealed on December 31, 2024.
(Source: P.A. 101-9, eff. 6-5-19; 102-282, eff. 1-1-22.)

Structure Illinois Compiled Statutes