Illinois Foreign Corporation Law

Corporations – Foreign Corporation – Illinois

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STATUTORY REFERENCE

ILLINOIS COMPILED STATUTES, 805 ILCS 5/13.05 through 5/13.75

(Foreign Corporations)

A foreign corporation organized for profit, before it transacts business in Illinois, must procure authority so to do from the Secretary of State.

No foreign corporation is entitled act as trustee, executor, administrator, administrator to collect, or guardian, or in any other like fiduciary capacity in Illinois or to transact in Illinois the business of banking, insurance, suretyship, or a business of the character of a building and loan corporation.

A foreign professional service corporation may transact business in this State from the Secretary of State upon complying with the Business Corporation Act and demonstrating compliance with any laws regulating the professional service to be rendered by the professional service corporation. No foreign professional service corporation will be granted authority to transact business in Illinois unless it complies with the requirements of the Professional Service Corporation Act concerning ownership and control by specified licensed professionals.

No foreign corporation may transact any business in Illinois which a corporation organized under the laws of Illinois is not permitted to transact.

A foreign corporation which has received authority to transact business in Illinois enjoys the same – but no greater – rights and privileges as an Illinois domestic corporation and subject to the same duties, restrictions, penalties, and liabilities now or hereafter imposed upon an Illinois domestic corporation.

A foreign corporation, in order to obtain authority to transact business in Illinois, must execute and file in duplicate an application for authority to transact business and must also file a copy of its articles of incorporation and all amendments thereto, duly authenticated by the proper officer of the state or country wherein it is incorporated. The application must set forth:

  • 1. The name of the corporation.
  • 2. The date of its incorporation and the period of its duration.
  • 3. The address, including street and number, or rural route number, of its principal office.
  • 4. The address, including street and number, if any, of its proposed registered office in Illinois, and the name of its proposed registered agent in Illinois at such address.
  • 5. The purpose or purposes for which it was organized which it proposes to pursue in the transaction of business in Illinois.
  • 6. The names and addresses, including street and number, or rural route number, of its directors and officers.
  • 7. A statement of the aggregate number of shares which it has authority to issue, itemized by classes, and series, if any, within a class.
  • 8. A statement of the aggregate number of its issued shares itemized by classes, and series, if any, within a class.
  • 9. A statement of the amount of paid-in capital of the corporation.
  • 10. An estimate, expressed in dollars, of the value of all the property to be owned by it for the following year, wherever located, and an estimate of the value of the property to be located within Illinois during such year, and an estimate, expressed in dollars, of the gross amount of business which will be transacted by it during such year and an estimate of the gross amount thereof which will be transacted by it at or from places of business in Illinois during that year.
  • 11. In the case of telegraph, telephone, cable, railroad, or pipe line corporations, the total length of such telephone, telegraph, cable, railroad, or pipe line and the length of the line located in Illinois, and the total value of such line and the value of such line in Illinois.
  • 12. Any additional information as may be necessary or appropriate in order to enable the Secretary of State to determine whether such corporation is entitled to be granted authority to transact business in Illinois and to determine and assess the franchise taxes, fees, and charges payable.

The application must be made on forms prescribed and furnished by the Secretary of State.

When the application for authority is filed by the Secretary of State, the corporation has the right to transact business in Illinois for those purposes set forth in its application, subject, however, to the right of Illinois to revoke such right to transact business in Illinois.

The authority of a foreign corporation to transact business in Illinois may be revoked by the Secretary of State as set out statutorily.

No foreign corporation transacting business in Illinois without authority to do so is permitted to maintain a civil action in any court of Illinois until the corporation obtains that authority. Likewise, no successor or assignee of the corporation on any right, claim or demand arising out of the transaction of business by the corporation in Illinois until authority to transact business in Illinois is obtained by the corporation or by a corporation that has acquired all or substantially all of its assets.

The failure of a foreign corporation to obtain authority to transact business in Illinois does not impair the validity of any contract or act of the corporation and does not prevent the corporation from defending any action in any court of Illinois.

A foreign corporation that transacts business in Illinois without authority is liable to Illinois, for the years or parts thereof during which it transacted business in Illinois without authority, in an amount equal to all fees, franchise taxes, penalties and other charges that would have been imposed upon the corporation had it duly applied for and received authority to transact business in Illinois as required.

Without excluding other activities that may not constitute doing business in Illinois, a foreign corporation is not considered to be transacting business in Illinois by reason of carrying on in Illinois 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 Illinois before they become contracts.
  • 7. creating or acquiring indebtedness, mortgages, and security interests in real or personal property.
  • 8. securing or collecting debts or enforcing mortgages and security interests in property securing the debts.
  • 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.
  • 11. having a corporate officer or director who is a resident of Illinois.

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