Case Law Summaries

Illinois – Foreign Corporation’s Liability for Franchise Taxes and Failure to Qualify

IllinoisGlobal Mail, Inc. v. White, 2019 IL App (1st) 181778, decided December 6, 2019. The Illinois Appellate Court affirmed the trial court’s ruling that where a Delaware corporation, qualified to do business in Illinois, merged into an Ohio corporation, which continued doing business, the Illinois Secretary of State was only entitled to franchise taxes from the Ohio corporation. Although the Delaware corporation did not withdraw as required by the corporation act and the Ohio corporation’s annual report continued to list Delaware as the state of incorporation, the Delaware corporation ceased to exist and did not owe franchise taxes. The court also ruled that a statement of correction could be filed to correct the state of incorporation on the annual reports, and that the penalty imposed on the Ohio corporation for doing business without authority did not include an interest charge on a late franchise tax payment as that was not provided for by the business corporation act.

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