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Illinois Compiled Statutes

805 ILCS 5/15.65 (2026)

Franchise taxes payable by foreign corporations

✓ current as of May 2026
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(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:
        (a) An initial franchise tax at the time of filing
    
its application for authority to transact business in this State.
        (b) An additional franchise tax 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 a report of an exchange or reclassification of shares, whenever any such 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.
        (c) Whenever the corporation shall be a party to a
    
statutory merger and shall be the surviving corporation, an additional franchise tax at the time of filing its report following merger, if such 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 such of the merged corporations as were authorized to transact business in this State at the time of the merger, 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; and in addition, the surviving corporation shall be liable for a further additional franchise tax on the paid-in capital of each of the merged corporations as last reported by them in any document, other than an annual report, required by this Act to be filed with the Secretary of State, from their taxable year end to the next succeeding anniversary month or, in the case of a corporation which 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 the extended filing month of the surviving corporation, the tax will be computed to the anniversary or, extended filing month of the surviving corporation in the next succeeding calendar year.
        (d) An annual franchise tax payable each year with
    
any annual report which the corporation is required by this Act to file.
    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 before January 1, 2024, the first $1,000 in liability is exempt from the tax imposed under this Section. On and after January 1, 2024 and before January 1, 2025, the first $5,000 in liability is exempt from the tax imposed under this Section. On and after January 1, 2025, the first $10,000 in liability is exempt from the tax imposed under this Section.
(Source: P.A. 102-16, eff. 6-17-21; 102-558, eff. 8-20-21; 102-813, eff. 5-13-22; 103-592, eff. 6-7-24.)

    
Notes of Decisions
Cited in 5 cases, 2004–2019 · leading case: NDC LLC v. Topinka, 871 N.E.2d 210 (Ill. App. Ct. 2007).
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NDC LLC v. Topinka, 871 N.E.2d 210 (Ill. App. Ct. 2007). · cites it 7× “805 ILCS 5/15.65 (West 2004). The “initial” franchise tax is payable at the time the foreign corporation files its application for authority to transact business in Illinois (805 ILCS 5/15.”
USX Corp. v. White, 817 N.E.2d 896 (Ill. App. Ct. 2004). “80(j) of the Act, in relevant part, defines paid-in capital as: “[T]he sum of the cash and other consideration received, less expenses, including commissions, paid or incurred by the corporation, in connection with the issuance of shares, plus any cash and other consideration…”
Nalco NDC LLC v. Judy Barr Topinka (Ill. App. Ct. 2007). · cites it 5× “805 ILCS 5/15.65 (West 2004). The "initial" franchise tax is payable at the time the foreign corporation files its application for authority to transact business in Illinois (805 ILCS 5/15.”
Global Mail, Inc. v. White, 2019 IL App (1st) 181778-U (Ill. App. Ct. 2019). “) 805 ILCS 5/15.65 (West 2016). Defendants are also correct that, in 12 Nos.”
USX Corp. v. White (Ill. App. Ct. 2004). “80(j) of the Act, in relevant part, defines paid-in capital as: "[T]he sum of the cash and other consideration received, less expenses, including commissions, paid or incurred by the corporation, in connection with the issuance of shares, plus any cash and other consideration…”
— 805 ILCS 5/15.65(a) — 2 cases
NDC LLC v. Topinka, 871 N.E.2d 210 (Ill. App. Ct. 2007). “805 ILCS 5/15.65 (West 2004). The “initial” franchise tax is payable at the time the foreign corporation files its application for authority to transact business in Illinois (805 ILCS 5/15.”
Nalco NDC LLC v. Judy Barr Topinka (Ill. App. Ct. 2007). “805 ILCS 5/15.65 (West 2004). The "initial" franchise tax is payable at the time the foreign corporation files its application for authority to transact business in Illinois (805 ILCS 5/15.”
— 805 ILCS 5/15.65(b) — 2 cases
NDC LLC v. Topinka, 871 N.E.2d 210 (Ill. App. Ct. 2007). “805 ILCS 5/15.65 (West 2004). The “initial” franchise tax is payable at the time the foreign corporation files its application for authority to transact business in Illinois (805 ILCS 5/15.”
Nalco NDC LLC v. Judy Barr Topinka (Ill. App. Ct. 2007). “805 ILCS 5/15.65 (West 2004). The "initial" franchise tax is payable at the time the foreign corporation files its application for authority to transact business in Illinois (805 ILCS 5/15.”
— 805 ILCS 5/15.65(d) — 4 cases
NDC LLC v. Topinka, 871 N.E.2d 210 (Ill. App. Ct. 2007). “805 ILCS 5/15.65 (West 2004). The “initial” franchise tax is payable at the time the foreign corporation files its application for authority to transact business in Illinois (805 ILCS 5/15.”
USX Corp. v. White, 817 N.E.2d 896 (Ill. App. Ct. 2004). “80(j) of the Act, in relevant part, defines paid-in capital as: “[T]he sum of the cash and other consideration received, less expenses, including commissions, paid or incurred by the corporation, in connection with the issuance of shares, plus any cash and other consideration…”
Nalco NDC LLC v. Judy Barr Topinka (Ill. App. Ct. 2007). “805 ILCS 5/15.65 (West 2004). The "initial" franchise tax is payable at the time the foreign corporation files its application for authority to transact business in Illinois (805 ILCS 5/15.”
USX Corp. v. White (Ill. App. Ct. 2004). “80(j) of the Act, in relevant part, defines paid-in capital as: "[T]he sum of the cash and other consideration received, less expenses, including commissions, paid or incurred by the corporation, in connection with the issuance of shares, plus any cash and other consideration…”
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