republic-os/legislation/us/states/il/94th/hb-5376.md

---
type: "Bill"
title: "BUSINESS CORP ACT-FAIR VALUE"
description: "Amends the Business Corporation Act of 1983. Requires that fair value (instead of just value) be paid for a fractional share that is paid in cash. Defines \"fair value\". Provides that, in the list of those who can make a determination for purposes of indemnification of a present or former director, officer, employee or agent in a particular case, the determination shall be by a committee of the directors who are not parties to such action, suit, or proceeding, even though less than a quorum, designated by a majority vote of the directors (instead of a committee of directors designated by a majority vote of the directors). Amends the Limited Liability Company Act. Provides that the operating agreement may not contain any provision inconsistent with the voting provisions in the listed Section. Limits situations in which a person may vote to ratify or approve matters."
jurisdiction: "us/states/il"
legislature: "Illinois General Assembly"
session: "94th"
identifier: "HB 5376"
citation: "Illinois HB 5376 (94th)"
classification: ["bill"]
subjects: []
status: "enacted"
primary_sponsors: []
version_count: 3
action_count: 28
vote_count: 2
first_action: "2006-01-26"
last_action: "2006-06-20"
source: "openstates"
source_identifier: "ocd-bill/39d7514e-32e8-4e59-8e55-c4107783398b"
source_url: "http://ilga.gov/legislation/BillStatus.asp?DocNum=5376&GAID=8&DocTypeID=HB&LegId=24657&SessionID=50&GA=94"
source_hash: "bd370d1c7394f93ef4962b590f887e858689709a51a410a8961613389fcbb0ec"
vintage: "2026-07-01"
source_snapshot: "https://data.openstates.org/daily/2026-07-01/public.pgdump"
retrieved_at: "2026-07-06"
confidence: "reported"
tags: ["legislation", "bill", "us-il"]
---

# Illinois HB 5376 (94th) — BUSINESS CORP ACT-FAIR VALUE

Amends the Business Corporation Act of 1983. Requires that fair value (instead of just value) be paid for a fractional share that is paid in cash. Defines "fair value". Provides that, in the list of those who can make a determination for purposes of indemnification of a present or former director, officer, employee or agent in a particular case, the determination shall be by a committee of the directors who are not parties to such action, suit, or proceeding, even though less than a quorum, designated by a majority vote of the directors (instead of a committee of directors designated by a majority vote of the directors). Amends the Limited Liability Company Act. Provides that the operating agreement may not contain any provision inconsistent with the voting provisions in the listed Section. Limits situations in which a person may vote to ratify or approve matters.

## Version chain

The bill's text revisions, in order — the diff chain from filing to enrollment.

1. **Introduced** (filed) — [source](http://ilga.gov/legislation/fulltext.asp?DocName=09400HB5376&GA=94&SessionId=50&DocTypeId=HB&LegID=24657&DocNum=5376&GAID=8&Session=&print=true)
2. **Engrossed** (committee substitute) — [source](http://ilga.gov/legislation/fulltext.asp?DocName=09400HB5376eng&GA=94&SessionId=50&DocTypeId=HB&LegID=24657&DocNum=5376&GAID=8&Session=&print=true)
3. **Enrolled** (enrolled) — [source](http://ilga.gov/legislation/fulltext.asp?DocName=09400HB5376enr&GA=94&SessionId=50&DocTypeId=HB&LegID=24657&DocNum=5376&GAID=8&Session=&print=true)

## Votes

- Third Reading — **57–0** (pass) · upper
- Third Reading — **112–1** (pass) · lower

## Sponsors

- Terry R. Parke — primary (person)

## Timeline

The legislative action history — every referral, reading, and vote.

- **2006-01-26** Filed with the Clerk by Rep. Terry R. Parke `filing`
- **2006-01-26** First Reading `reading-1`
- **2006-01-26** Referred to Rules Committee `referral-committee`
- **2006-02-07** Assigned to Consumer Protection Committee `referral-committee`
- **2006-02-14** House Committee Amendment No. 1 Filed with Clerk by Consumer Protection Committee `amendment-introduction`
- **2006-02-14** House Committee Amendment No. 1 Adopted in Consumer Protection Committee; by Voice Vote `amendment-passage`
- **2006-02-14** Do Pass as Amended / Short Debate Consumer Protection Committee; 013-000-000 `committee-passage`
- **2006-02-14** Placed on Calendar 2nd Reading - Short Debate
- **2006-02-16** Second Reading - Short Debate `reading-2`
- **2006-02-16** Placed on Calendar Order of 3rd Reading - Short Debate
- **2006-02-21** Third Reading - Short Debate - Passed 112-001-000 `reading-3, passage`
- **2006-02-22** Arrive in Senate `introduction`
- **2006-02-22** Placed on Calendar Order of First Reading February 23, 2006 `reading-1`
- **2006-02-22** Chief Senate Sponsor Sen. Don Harmon
- **2006-02-23** First Reading `reading-1`
- **2006-02-23** Referred to Rules `referral-committee`
- **2006-03-15** Assigned to Judiciary `referral-committee`
- **2006-03-16** Added as Alternate Chief Co-Sponsor Sen. Arthur J. Wilhelmi
- **2006-03-24** Do Pass Judiciary; 009-000-000 `committee-passage`
- **2006-03-24** Placed on Calendar Order of 2nd Reading March 27, 2006
- **2006-03-27** Second Reading `reading-2`
- **2006-03-27** Placed on Calendar Order of 3rd Reading March 28, 2006
- **2006-03-28** Third Reading - Passed; 057-000-000 `reading-3, passage`
- **2006-03-28** Passed Both Houses
- **2006-04-26** Sent to the Governor `executive-receipt`
- **2006-06-20** Governor Approved `executive-signature`
- **2006-06-20** Effective Date January 1, 2007
- **2006-06-20** Public Act . . . . . . . . . 94-0889 `became-law`

## Source

OpenStates / OpenCivicData bulk snapshot [2026-07-01](https://data.openstates.org/daily/2026-07-01/public.pgdump); origin `ocd-bill/39d7514e-32e8-4e59-8e55-c4107783398b`. Confidence: reported (aggregated from official Illinois legislature records).