Illinois Compiled Statutes
720 ILCS 5/5-4 (2026)
Responsibility of corporation
✓ current as of May 2026
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(720 ILCS 5/5-4)
(from Ch. 38, par. 5-4)
Sec. 5-4.
Responsibility of corporation.
(a) A corporation may be prosecuted for the commission of an offense if,
but only if:
(1) The offense is a misdemeanor, or is defined by Sections 11-20, 11-20.1 or 24-1 of
this Code, or Section 44 of the "Environmental Protection Act", approved
June 29, 1970, as amended or is defined by another statute which clearly indicates a
legislative purpose to impose liability on a corporation; and an agent of
the corporation performs the conduct which is an element of the offense
while acting within the scope of his or her office or employment and in behalf
of the corporation, except that any limitation in the defining statute,
concerning the corporation's accountability for certain agents or under
certain circumstances, is applicable; or
(2) The commission of the offense is authorized, requested,
commanded, or performed, by the board of directors or by a high managerial
agent who is acting within the scope of his or her employment in behalf of the
corporation.
(b) A corporation's proof, by a preponderance of the evidence, that the
high managerial agent having supervisory responsibility over the conduct
which is the subject matter of the offense exercised due diligence to
prevent the commission of the offense, is a defense to a prosecution for
any offense to which Subsection (a) (1) refers, other than an offense for
which absolute liability is imposed. This Subsection is inapplicable if the
legislative purpose of the statute defining the offense is inconsistent
with the provisions of this Subsection.
(c) For the purpose of this Section:
(1) "Agent" means any director, officer, servant, employee, or other
person who is authorized to act in behalf of the corporation.
(2) "High managerial agent" means an officer of the corporation, or
any other agent who has a position of comparable authority for the
formulation of corporate policy or the supervision of subordinate employees
in a managerial capacity.
(Source: P.A. 85-1440.)
Notes of Decisions
Cited in 3
cases, 2003–2012 · leading case: People v. Universal Pub. Transp., Inc., 2012 IL App (1st) 073303-B (Ill. App. Ct. 2012).
People v. Universal Pub. Transp., Inc., 2012 IL App (1st) 073303-B (Ill. App. Ct. 2012). “720 ILCS 5/5-4(a)(2) (West 2000). Section 5-4(c)(2) of the Criminal Code defines a “high managerial agent” as “an officer of the corporation, or any other agent who has a position of comparable authority for the formulation of corporate policy or the supervision of subordinate…”
People v. Universal Pub. Transp., Inc. (Ill. App. Ct. 2010). “720 ILCS 5/5-4(a)(2) (West 2000). Section 5-4(c)(2) of the Criminal Code defines a “high managerial agent” as “an officer of the corporation, or any other agent who has a position of comparable authority for the formulation of corporate policy or the supervision of subordinate…”
Morris v. Ameritech Illinois (Ill. App. Ct. 2003). “" 720 ILCS 5/5-4 (West 1994). Barrett, who is not an officer of Ameritech, had no supervisory authority over any other Ameritech employee.”
— 720 ILCS 5/5-4(a) — 1 case
Morris v. Ameritech Illinois (Ill. App. Ct. 2003). “" 720 ILCS 5/5-4 (West 1994). Barrett, who is not an officer of Ameritech, had no supervisory authority over any other Ameritech employee.”
— 720 ILCS 5/5-4(a)(2) — 2 cases
People v. Universal Pub. Transp., Inc., 2012 IL App (1st) 073303-B (Ill. App. Ct. 2012). “720 ILCS 5/5-4(a)(2) (West 2000). Section 5-4(c)(2) of the Criminal Code defines a “high managerial agent” as “an officer of the corporation, or any other agent who has a position of comparable authority for the formulation of corporate policy or the supervision of subordinate…”
People v. Universal Pub. Transp., Inc. (Ill. App. Ct. 2010). “720 ILCS 5/5-4(a)(2) (West 2000). Section 5-4(c)(2) of the Criminal Code defines a “high managerial agent” as “an officer of the corporation, or any other agent who has a position of comparable authority for the formulation of corporate policy or the supervision of subordinate…”
— 720 ILCS 5/5-4(c)(2) — 1 case
People v. Universal Pub. Transp., Inc. (Ill. App. Ct. 2010). “720 ILCS 5/5-4(a)(2) (West 2000). Section 5-4(c)(2) of the Criminal Code defines a “high managerial agent” as “an officer of the corporation, or any other agent who has a position of comparable authority for the formulation of corporate policy or the supervision of subordinate…”
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