Illinois House Bill 3394: Corporate Diversity Report Card

Illinois House Bill 3394, approved by Governor Pritzker in August 2019, is intended to collect and study data regarding female and minority board information for publicly held domestic or foreign corporations. The original bill would have mandated minority representation for publicly traded companies in the state. However, that requirement was removed and replaced by one requiring the companies to report the demographics of their board and executive ranks, as well as their policies and practices for promoting diversity, equity and inclusion.

Businesses must submit their first reports to the Illinois Secretary of State’s office by January 1, 2021. The state’s annual report forms for both domestic and foreign corporations have been revised to ask, “Is this corporation a publicly held corporation with outstanding shares listed on a major U.S. stock exchange and has its principal executive office located in Illinois, as defined by Section 8.12?” If the answer is yes, the Female and Minority Directors Report (Form BCA 8.12) must then be submitted. Form BCA 8.12 includes a series of questions regarding corporate board diversity, as well as their plans to promote diversity among both the board and executive officers. Failure to submit Form BCA 8.12 will result in the annual report being returned. The new form requires an additional state filing fee.

If you have any questions regarding filing an annual report in Illinois, please reach out to our registered agent division at