Illinois legislation · 104th General Assembly
Illinois HB4273: CORPORATE OPPORTUNITIES
Status: Signed into law, August 4, 2026
Amends the Business Corporation Act of 1983. Provides that, subject to any contrary provision in the articles of incorporation of a corporation, a director, officer, key employee, or other fiduciary of the corporation shall not take advantage of a corporate opportunity unless the person first tenders the opportunity to the corporation and the corporation rejects the opportunity. Provides that, if the rejection is by a disinterested board of directors or by disinterested shareholder action, the director, officer, key employee, or other fiduciary of the corporation may then take advantage of the opportunity. Effective immediately.
What the bill says
A bill FOR 104TH GENERAL ASSEMBLY State of Illinois 2025 and 2026HB4273Introduced 1/14/2026, by Rep. Daniel DidechSYNOPSIS AS INTRODUCED: ILCS 5/8.61 new 805 ILCS 5/8.61 new ILCS 5/8.61 new Amends the Business Corporation Act of 1983. Provides that, subjectto any contrary provision in the articles of incorporation of acorporation, a director, officer, key employee, or other fiduciary of thecorporation shall not take advantage of a corporate opportunity unless theperson first tenders the opportunity to the corporation and thecorporation rejects the opportunity…
From the introduced text, January 5, 2026:
A BILL FOR 104TH GENERAL ASSEMBLY State of Illinois 2025 and 2026HB4273Introduced 1/14/2026, by Rep. Daniel DidechSYNOPSIS AS INTRODUCED: ILCS 5/8.61 new 805 ILCS 5/8.61 new ILCS 5/8.61 new Amends the Business Corporation Act of 1983. Provides that, subjectto any contrary provision in the articles of incorporation of acorporation, a director, officer, key employee, or other fiduciary of thecorporation shall not take advantage of a corporate opportunity unless theperson first tenders the opportunity to the corporation and thecorporation rejects the opportunity. Provides that, if the rejection is bya disinterested board of directors or by disinterested shareholder action,the director, officer, key employee, or other fiduciary of the corporationmay then take advantage of the opportunity. Effective immediately. LRB104 17031 SPS 30446 b LRB104 17031 SPS 30446 b LRB104 17031 SPS 30446 b A BILL FOR HB4273LRB104 17031 SPS 30446 b HB4273 LRB104 17031 SPS 30446 b HB4273 LRB104 17031 SPS 30446 b AN ACT concerning business. Be it enacted by the People of the State of Illinois, represented in the General Assembly: Section 5.The Business Corporation Act of 1983 is amended by adding Section 8.61 as follows: (805 ILCS 5/8.61 new) [ADDED: Sec. 8.61. ][ADDED: Corporate opportunities. ][ADDED: Subject to any ] [ADDED: contrary provision in the articles of incorporation of a ] [ADDED: corporation, a director, officer, key employee, or other …