How does Illinois's corporation code compare to other US states?

Illinois follows the Model Business Corporation Act (MBCA) framework, like most US states adopted since the 1980s. The 805 ILCS 5/ is modern, well-tested, and aligned with Delaware on most key concepts (notwithstanding Delaware's distinctive corporate-law jurisprudence). For startup and growth-stage corporations, Illinois practice is straightforward.

Can Illinois shareholders inspect the share ledger?

Yes, with a 'proper purpose' demonstration under 805 ILCS 5/7.75. IL is moderately restrictive — shareholders must articulate why they need the inspection. Courts have generally been deferential to legitimate purposes.

Are electronic filings accepted for this jurisdiction?

Yes. The Illinois Secretary of State typically offers an online portal for filings and lookups. Electronic filings are usually processed faster than paper. Verify current options on the registry's website.

United States · Illinois

Stock ledger requirements in Illinois (805 ILCS 5/)

What a Illinois corporation must know about stock ledger requirements under Illinois Business Corporation Act of 1983, 805 ILCS 5/: statute citations, mechanics, and inspection rights.

Governing statute

Illinois Business Corporation Act of 1983, 805 ILCS 5/

805 ILCS 5/7.75	Share records
805 ILCS 5/7.80	Right of inspection
805 ILCS 5/7.85	Records at registered office
805 ILCS 5/6.40	Uncertificated shares

At a glance

Records each shareholder's name, address, number and class of shares, and date acquired
Maintained at the principal office; electronic form permitted
Inspection rights granted to shareholders under state-specific 'proper purpose' standards (Delaware vs MBCA states differ)
Transfers, issuances, and cancellations recorded chronologically
Legal source of truth on ownership; the cap table is the operational analytical view

What the 805 ILCS 5/ requires

805 ILCS 5/7.75 requires every Illinois corporation to maintain share records sufficient to identify each shareholder and their holdings.

Shareholder name and address
Number and class of shares held
Date each shareholder became a holder
Certificate numbers and dates
Complete transfer history (cedent, transferee, dates, certificates cancelled and issued)

Difference from the cap table

The stock ledger is the statutory document — the legal source of truth on ownership. The cap table is the operational analytical view that models current and fully-diluted ownership. When they diverge, it is almost always the cap table that has drifted.

Inspection rights

Shareholders have a statutory right to inspect the stock ledger. State-specific standards vary: Delaware's DGCL § 220 is broadly permissive; MBCA-state versions require a 'proper purpose'; Nevada limits inspection to shareholders holding 15% or more. Most states require free extracts and reasonable copy fees.

In Octelligence

A stock ledger that never drifts from the cap table.

In Octelligence, every issuance, transfer, and cancellation updates both the statutory stock ledger and the cap table simultaneously. You cannot have one without the other, which eliminates drift between them.

See Digital Corporate Records

Statutory registers

A stock ledger that always matches the cap table.

Issuances, transfers, cancellations recorded in real time. Cap table synchronized.

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