WEDCO, Round TWO

Just when you thought talking about business registration, regulations and tax law couldn’t get any more boring…it has.

The Illinois Secretary of State’s Office just finished its first review in to claims that Anheuser-Busch InBev’s wholly owned subsidiary WEDCO – which holds a minority interest in the Chicago area and downstate distributor City Beverage – is breaking the law by not registering the company with the state.

If you care to get caught up, you can read all about the initial claims HERE.

I had a chance to speak with Terry McConnville, Assistant General Counsel for the Secretary of State’s Department of Business Services, who is handling the investigation. Unfortunately the juicy aspects of his investigation – if there are any – are confidential. That includes everything the state is asking A-B InBev and their responses. But, McConville did tell me that, as of right now, it appears A-B InBev is NOT breaking the law. But, just to be certain, he is sending a second round of questions to the brewing giant’s lawyers.

According to McConville, it appears WEDCO is more of a holding company and is not transacting business in Illinois. Although, we should probably point out that there is no concrete definition of what transacting business in the Land of Lincoln is. Instead, the State conveniently tells you what it does not consider transacting business:

Sec. 13.75.  Activities that do not constitute transacting business.

Without excluding other activities that may not constitute doing

business in this State, a foreign corporation shall not be considered

to be transacting business in this State, for purposes of this Article 13,

by reason of carrying on in this State any one or more of the following

activities:

(1) maintaining, defending, or settling any proceeding;

(2) holding meetings of the board of directors or shareholders or

carrying on other activities concerning internal corporate

affairs;

(3) maintaining bank accounts;

(4) maintaining offices or agencies for the transfer, exchange,

and registration of the corporation’s own securities or maintaining trustees or depositaries with respect to those securities;

(5) selling through independent contractors;

(6) soliciting or obtaining orders, whether by mail or through

employees or agents or otherwise, if orders require acceptance outside this State before they become contracts;

(7) (blank)

(8) (blank)

(9) owning, without more, real or personal property;

(10) conducting an isolated transaction that is completed within

120 days and that is not one in the course of repeated

transactions of a like nature; or

(11) having a corporate officer or director who is a resident of this

State

McConville’s second round of questions should have gone out by now. A-B InBev will have 30 days to respond to them.

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