« ForrigeFortsett »
assistant *retary of the corporation to the effect that no amount of "orial stool of in. corporation is represented by property located "siness transacted in this state. - § 91. If any such foreign corporation shall cease doing business * this State, or shali faiso, appoint and maintain in this State an *" on whom service of legal process may be had, the Secretary of State shall be irrevocably authorized as the agent or representative of *h foreign corporation to accept service of legal process in any suit "may be commenced against it for or on account of any liability *"o out of any busines done by it in this state. - ... In case suit is brought against any foreign corporation having *drawn from the State, or failing to appoint and maintain an agent in this State upon whom service of legal process may be had, and "" of process is had upon the Secretary of State, it shall be his duty "forward a copy of the process by registered mail to the corporation at **ress of record in his office.
N The certificate of authority of a foreign corporation, sub
§ 02. "" the provisions of this Act, may be revoked by the Secretary of
" Upon failure of an officer, director or manager, to whom "gatories are propounded, to answer the same fully and to file "h answer in the office of the Secretary of State within thirty days "The mailing of the same ; - - - - - (? f such corporation is transacting no business in Illinois and * "langible property in this State:
(3) ..". to interrogatories propounded by the Secretary to State "iscloses, or if the fact is otherwise ascertained, that the "sortion of the capital stock of such corporation represented in this * is greater than the amount theretofore paid upon by such corpora"on and the deficiency in such fees is not paid within thirty days of * Reipt of a notice sent by mail to the president and secretary, or to the "tory agent of such corporation of record in this State, or to 'ho attorney filing the interrogatories for such corporation, or is not
o such extension of time as may be granted by the Secretary of N ate; -
') Upon failure of such foreign corporation to keep on file in the office of
l the Secretary of State duly authenticated copies of each "strument "nonding its charter: ," "Pon failure of such foreign corporation to appoint and * an agen in this State upon whom service of legal process o
!"). Upon fai glect or refusal to file an annual report as |od by this No. failure, neglect or refusal to pay the o assessed against it on or before the thirty-first day of "" of the year in which such franchise tax becomes due and payable. "So i Pon revoking such certificate of authority the Secretary
(1) File with the certified copy of the charter of such corporation a certificate of revocation; (2) File with the recorder of deeds of the county in which the principal office of such foreign corporation in this State is located, a copy of such certificate of revocation, to be recorded by such recorder of deeds without any fee therefor; (3) Mail to such corporation at its principal office a notice of revocation, embodying therein a copy of the certificate of revocation. No corporation, the certificate of authority of which is revoked, shall transact any business in this State, unless it applies for and receives a new certificate of authority. - § 94. No foreign corporation doing business in this State without a license shall be permitted to maintain any suit at law or in equity in any of the courts of this State upon any demand, whether arising out of contract or tort; and all such corporations shall be liable by reason thereof to a penalty therefor of not less than two hundred and fifty dollars nor more than one thousand dollars, to be recovered in any court of competent jurisdiction, in a civil action to be begun and prosecuted by the Attorney General. § 95. Foreign corporations entitled to transact business in this State at the time this Act takes effect (except banking, insurance, building and loan and surety companies), shall be entitled to all the rights and privileges and shall be subject to all the limitations, restrictions, liabilities and duties as are prescribed herein for foreign corporations admitted to transact business in this State under this Act.
FEES AND FRANCHISE TAXES.
§ 96. The Secretary of State shall charge and collect an initial fee of one-twentieth of one per centum upon the amount of the capital stock which the corporation is authorized to have, but in no case shall such fee be less than twenty dollars, and a like fee upon any subsequent increase and in addition thereto the same fee as that required for filing other certificates of amendment. In the event that the corporation has capital stock of no par value, its shares, for the purpose of fixing the fee, shall be considered to be of the par value of one hundred dollars Fei share. Each public utility corporation shall pay to the Secretary of State the same fees as are required to be paid for incorporation by other corporations organized for pecuniary profit. § 97. The Secretary of State shall also charge and collect the following fees: (1) For filing and issuing a certificate of amendment to the articles of incorporation twenty dollars; (2) For furnishing certified copy of any paper relating to corporations, twenty-five cents per folio of one hundred words and one dollar for cortificate and seal: (3) For filing certificate of dissolution, one dollar: (4) For recording any railroad agreement, twenty-five dollars; and for furnishing a certified copy thereof, twenty-five dollars;
(5) For filing certificate of extension of corporate existence or merger or consolidation of corporations he shall charge the same fees as :ouired for the organization of a new corporation; (6) For issuing amended certificate of incorporation before competing the organization of a corporation, twenty dollars; (?) For filing statement regarding issuing of stock subsequent to original organization, one dollar. § 9S. The Secretary of State shall not file any paper relating to corporations or issue any papers relative thereto until the fees provided by this Act for such service are paid to him. § 99. When a public utility corporation shall renew its charter or extend the term of its existence the Secretary of State shall charge and collect the same fees as provided in this Act in the case of a new company. § 100. The Secretary of State shall be entitled to demand and collect five dollars at the time of any service of process on him as attorney for service of a foreign corporation, which may be recovered by the Paintiff as a part of his taxable costs, if he prevails in his suit. § 101. Each foreign corporation for pecuniary profit, other than an insurance company or building and loan company, in addition to the annual franchise fees and taxes hereinafter provided, shall pay to the Secretary of State for its certificate of authority to do business in Illinois the same fees provided by this Act to be paid by a similar corporation incorporated under the laws of this State. Each foreign corporation heretofore or hereafter admitted to do business in this State shall also pay for increases in the amount of capital stock represinted in Illinois, for extensions of existence, consolidations, mergers, and for filing amendments the same fees required to be paid by corporations organized under the laws of this State. All such fees shall be based upon the proportion of its authorized capital stock represented by business transacted and tangible property located in Illinois. When*\el it shall appear that the amount of capital stock represented in linois is greater than the amount theretofore paid upon by any foreign orporation, such corporation, before it shall continue to transact busiHess in Illinois, shall pay to the Secretary of State upon such excess the same fees that a domestic corporation must pay upon an increase in capital stock equal to the amount of such excess. If a foreign corporation has a capital stock of no par value, its shares, for the purpose of estimating the amount of fees and taxes to he paid hereunder, shall be considered to be of the par value of one hundred dollars per share. § 102. Each corporation including railroads, domestic and forign, other than homestead 2ssociations, building and loan associations, looks, religious corporations, insurance companies, and corporations not for pecuniary profit, shall make a report in writing to the Secretary 0. State between the first day of February and the first day of March of oth year for the calendar year ending December 31st, preceding, on forms to be prescribed and furnished by the Secretary of State. If the corporation keeps its accounts on the basis of a fiscal year not identical with the calendar year, it shall make such report for the fiscal year next preceding February first of the year in which such report is made. Such report shall give the address of the corporation, officers and directors in this State by street and number. Such annual report shall also disclose such facts as necessary to enable the Secretary of State to ascertain the proportion of its capital stock represented by business transacted and tangible property located in this State and such other information as may be necessary or appropriate in order to assess the annual license fee or franchise tax. Such report shall be verified by the oath of the president, vice-president, secretary or assistant secretary of the corporation, but in case the corporation is in the hands of an assignee, receiver, or trustee, then such report shall be signed and verified by such assignee, receiver or trustee. The Secretary of State shall on or before the 15th day of January of each year forward to each corporation of record in his office a copy of the forms to be used in making the report specified in this Act, but the failure to send or to receive such forms shall not relieve the corpo1ation from the duty of making such report. The Secretary of State shall publish on or before September first of each year a list of corporations making an annual report, and shall furnish a copy thereof to each recorder of deeds. § 103. The Secretary of State may require at any time further or supplemental reports verified as herein prescribed, which shall contain data and information upon matters relating to such reports. § 101. It shall be unlawful for the Secretary of State to accept or file an annual report of any corporation after the first day of March of any year without first collecting from such corporation a fee of twenty dollars, which shall be in addition to all other fees or taxes prescribed by this Act. In addition thereto such corporation shall be liable to the penalties hereinafter prescribed. § 105. Each corporation for profit, including railroads, except insurance companies, heretofore or hereafter organized under the laws of this State or admitted to do business in this State, and required by this Act to make an annual report, shall pay an annual license fee or franchise tax to the Secretary of State of five cents on each one hundred dollars of the proportion of its authorized capital stock repre: sented by business transacted and property located in this State, but in no event shall the amount of such license fee or franchise tax * less than ten dollars for any year. § 106. In ascertaining the amount of the authorized capital stock represented by business transacted and property located in this Sta". the sum of the business of any foreign or domestic corporation trillo acted in this State and the total tangible property of such corporat"" located within this State shall be divided by the sum of the total bus" ness of the corporation, and the total tangible property of the cors" tion wherever situated. The license fee or franchise tax required to be paid by telegraph, telephone, cable, railroad and pipe line companies shall be Computed by averaging the per cent obtained, as required above, with the per cent
oltained by dividing the length of such line of telegraph, telephone, oble, railroad or pipe line companies actually located in this State by the total length of line of such telegraph, telephone, cable, railroad and ope line company. § 107. In case it appears from the annual report that the corporato has no tangible property located in this State, and is transacting 10 business in this State, the following fees shall be paid annually to * Secretary of State as an annual franchise tax: All such corporatons having a capital stock of $50,000 or less shall pay an annual fee of $10; corporations having a capital stock of more than $50,000 but not exceeding $200,000 shall pay an annual fee of $15; corporations living a capital stock of more than $200,000 but not exceeding $500,000 shall pay an annual fee of $20; corporations having a capital stock of more than $500,000 but not exceeding $1,000,000 shall pay a fee of $50; corporations having a capital stock of more than $1,000,000 but not rweeding $10,000,000 shall pay a fee of $200 ; and all corporations having a capital stock in excess of $10,000,000 shall pay an annual fee of $1,000. In the event that the corporation has stock of no par value, its shares, for the purpose of fixing such fee, shall be considered to be of the par value of $100 per share. § 108. The franchise tax herein provided to be paid shall be due and payable on the first day of July of each year and shall be the franchise tax for the year commencing on the first day of July in which it is due and ending on the thirtieth day of June next thereafter. § 109. The Secretary of State shall, from the annual report filed, assess a tax at the rates herein prescribed against each corporation required herein to make an annual report. § 110. If any corporation fails or refuses. to file its annual report within the time required by this Act, the Secretary of State shall assess a franchise tax against such corporation, based upon the best possible available information, adding to such assessment a penalty of ten per ont upon such assessment. In the notice sent to such corporation, the assessment and the penalty shall be separately stated. § 111. The Secretary of State shall have power to hear and determine objections to any assessment, and, after hearing, to change or modify any assessment. § 112. Between the first day of February and the fifteenth day of May, of each year, the Secretary of State shall mail a notice in writing to each corporation against which a tax is assessed, notifying such orporation of the amount of the franchise tax assessed against it for the year next ensuing, commencing on July first, and the amount, if any, found by the Secretary of State from the annual report to be due "son an increase of capital stock of a foreign corporation represented In this State, and that objections, if any, to such assessment will be heard by the officer making such assessment, on a day stated therein, not later than the twenty-fifth day of June. Such notice shall further *ate that the tax therein assessed is payable to the officer making the assessment on July first after the date of the notice. The notice re