805 ILCS 5/15.90
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 5/ - Business Corporation Act of 1983.|Article 15 - Fees, Franchise Taxes And Charges

 (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.)