CORPORATE ELECTION ACTIVITIES

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104TH GENERAL ASSEMBLY
State of Illinois
2025 and 2026
HB4435

Introduced 1/20/2026, by Rep. Sharon Chung

SYNOPSIS AS INTRODUCED:

805 ILCS 5/3.10

from Ch. 32, par. 3.10

Amends the Business Corporation Act of 1983. Provides that nothing in
the Act shall grant or recognize the power of a corporation to engage in
activities related to the nomination or election of candidates for public
office or the initiation, submission, or consideration of questions of
public policy.
LRB104 17551 SPS 30979 b

A BILL FOR

HB4435
LRB104 17551 SPS 30979 b
1

AN ACT concerning business.

2

Be it enacted by the People of the State of Illinois,
3
represented in the General Assembly:

4

Section 5.
The Business Corporation Act of 1983 is amended
5
by changing Section 3.10 as follows:

6

(805 ILCS 5/3.10)

(from Ch. 32, par. 3.10)
7

Sec. 3.10.
General powers.
Each corporation shall have
8
power:
9

(a) To have perpetual succession by its corporate name
10
unless a limited period of duration is stated in its articles
11
of incorporation.
12

(b) To sue and be sued, complain and defend, in its
13
corporate name.
14

(c) To have a corporate seal which may be altered at
15
pleasure, and to use the same by causing it, or a facsimile
16
thereof, to be impressed or affixed or in any other manner
17
reproduced, provided that the affixing of a corporate seal to
18
an instrument shall not give the instrument additional force
19
or effect, or change the construction thereof, and the use of a
20
corporate seal is not mandatory.
21

(d) To purchase, take, receive, lease as lessee, take by
22
gift, legacy, or otherwise acquire, and to own, hold, use, and
23
otherwise deal in and with any real or personal property, or

HB4435
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LRB104 17551 SPS 30979 b
1
any interest therein, situated in or out of this State.
2

(e) To sell and convey, mortgage, pledge, lease as lessor,
3
and otherwise dispose of all or any part of its property and
4
assets.
5

(f) To lend money to its directors, officers, employees
6
and agents.
7

(g) To purchase, take, receive, subscribe for, or
8
otherwise acquire, own, hold, vote, use, employ, sell,
9
mortgage, loan, pledge, or otherwise dispose of, and otherwise
10
use and deal in and with, shares or other interests in, or
11
obligations of, other domestic or foreign corporations,
12
associations, partnerships, or individuals and, subject to the
13
provisions of Sections 9.05 and 9.10 of this Act, to purchase,
14
take, receive, or otherwise acquire, hold, own, pledge,
15
transfer, or otherwise dispose of its own shares. However, if
16
applicable, each corporation shall comply with the provisions
17
of The Illinois Bank Holding Company Act of 1957.
18

(h) To incur liabilities; to borrow money for its
19
corporate purposes at such rates of interest as the
20
corporation may determine without regard to the restrictions
21
of any usury law of this State, to issue its notes, bonds, and
22
other obligations; to secure any of its obligations by
23
mortgage, pledge, or deed of trust of all or any of its
24
property, franchises, and income; and to make contracts,
25
including contracts of guaranty and suretyship, but a
26
corporation may not be organized hereunder for the purpose of

HB4435
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LRB104 17551 SPS 30979 b
1
insurance.
2

(i) To invest its surplus funds from time to time and to
3
lend money for its corporate purposes, and to take and hold
4
real and personal property as security for the payment of
5
funds so invested or loaned.
6

(j) To conduct its business, carry on its operations, and
7
have offices within and without this State and to exercise in
8
any other state, territory, district, or possession of the
9
United States, or in any foreign country, the powers granted
10
by this Act.
11

(k) To elect or appoint officers and agents of the
12
corporation, and define their duties and fix their
13
compensations.
14

(l) To make and alter by-laws, not inconsistent with its
15
articles of incorporation or with the laws of this State,
16
except as provided in Section 2.30, for the administration and
17
regulation of the affairs of the corporation.
18

(m) To make donations for the public welfare or for
19
charitable, scientific, religious or educational purposes; to
20
lend money to the State or Federal government; and, to
21
transact any lawful business in aid of the United States.
22

(n) To cease its corporate activities and surrender its
23
corporate franchise.
24

(o) To establish deferred compensation plans, pension
25
plans, profit-sharing plans, share bonus plans, share option
26
plans, and other incentive plans for its directors, officers

HB4435
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LRB104 17551 SPS 30979 b
1
and employees and to make the payments and issue the shares
2
provided for therein.
3

(p) To indemnify its directors, officers, employees or
4
agents in accordance with and to the extent permitted by
5
Section 8.75 of this Act.
6

(q) To be a promoter, partner, member, associate or
7
manager of any partnership, joint venture or other enterprise.
8

(r) To have and exercise all powers necessary or
9
convenient to effect any or all of the purposes for which the
10
corporation is formed
, except that nothing in this Act shall
11
grant or recognize the power of a corporation to engage in
12
activities related to the nomination or election of candidates
13
for public office or the initiation, submission, or
14
consideration of questions of public policy
.
15
(Source: P.A. 88-151.)

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