Minute book requirements in Illinois (805 ILCS 5/)
Illinois corporations maintain corporate records under 805 ILCS 5/7.75. Required records include articles, bylaws, minutes, resolutions, share register, and accounting records, kept at the principal office or registered office.
| 805 ILCS 5/7.75 | Required corporate records |
|---|---|
| 805 ILCS 5/7.80 | Inspection rights for shareholders |
| 805 ILCS 5/7.85 | Court-ordered inspection |
| Records location | Principal office or registered office in Illinois |
| Inspection rights | Shareholders holding shares 6+ months or 5%+ of any class |
| Format | Paper or electronic in reproducible form |
- Records under 805 ILCS 5/7.75: articles, bylaws, minutes, resolutions, share register, accounting records
- Inspection rights under 5/7.80 for shareholders holding 6+ months or 5%+ of any class
- Articles and bylaws are inspectable by any shareholder
- Detailed records (board minutes, accounting books) require ownership threshold + proper purpose
- Records may be electronic; reproduction on demand required
What 805 ILCS 5/7.75 requires
Section 7.75 of the Illinois Business Corporation Act requires every Illinois corporation to maintain articles, bylaws, minutes of meetings and resolutions, the share register, and accounting records. Records are kept at the principal office or registered office in Illinois.
The ownership-threshold inspection regime
Illinois uses an ownership-and-time threshold for detailed records inspection that differs from many other states. Under 805 ILCS 5/7.80, a shareholder must have held shares for at least 6 months OR hold at least 5% of any class of shares to demand inspection of detailed records (share register, board minutes, accounting books). Articles and bylaws are open to inspection by any shareholder without restriction. This 6-month-or-5%-threshold approach is similar to California's regime but with the time element added.
Court-ordered inspection under 5/7.85
If the corporation refuses a properly-noticed inspection by a qualifying shareholder, the shareholder can apply to the Illinois circuit court for an order. Illinois courts apply the standard proper-purpose analysis, with attention to the requestor's interest as a shareholder rather than collateral business purposes.
What's distinctive about Illinois
The 6-month-or-5% threshold is Illinois's distinctive feature: it limits inspection rights of recent or very small shareholders, which can be important for fast-changing cap tables (startups with frequent issuances) and closely-held corporations with one or two small minority shareholders. Combined with Illinois's franchise-tax phase-out (full elimination by 2025), the overall regime is becoming somewhat lighter-touch over time. Illinois requires disclosure of paid-in capital in the annual report, which adds disclosure that some other states don't require.
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