Foreign Corporations

  1. Law
  2. Illinois Compiled Statutes
  3. BUSINESS ORGANIZATIONS
  4. Business Corporation Act of 1983.
  5. Foreign Corporations

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(805 ILCS 5/Art. 13 heading)

ARTICLE 13. FOREIGN CORPORATIONS

 

(805 ILCS 5/13.05) (from Ch. 32, par. 13.05)

Sec. 13.05. Admission of foreign corporation. Except as provided in Article V of the Illinois Insurance Code, a foreign corporation organized for profit, before it transacts business in this State, shall procure authority so to do from the Secretary of State. A foreign corporation organized for profit, upon complying with the provisions of this Act, may secure from the Secretary of State the authority to transact business in this State, but no foreign corporation shall be entitled to procure authority under this Act to act as trustee, executor, administrator, administrator to collect, or guardian, or in any other like fiduciary capacity in this State or to transact in this State the business of banking, insurance, suretyship, or a business of the character of a building and loan corporation. A foreign professional service corporation may secure authority to transact business in this State from the Secretary of State upon complying with this Act and demonstrating compliance with the Act regulating the professional service to be rendered by the professional service corporation. However, no foreign professional service corporation shall be granted authority unless it complies with the requirements of the Professional Service Corporation Act concerning ownership and control by specified licensed professionals. These professionals must be licensed in the state of domicile or this State. A foreign corporation shall not be denied authority by reason of the fact that the laws of the state under which such corporation is organized governing its organization and internal affairs differ from the laws of this State, and nothing in this Act contained shall be construed to authorize this State to regulate the organization or the internal affairs of such corporation.

(Source: P.A. 91-593, eff. 8-14-99; 92-33, eff. 7-1-01.)

 

(805 ILCS 5/13.10) (from Ch. 32, par. 13.10)

Sec. 13.10. Powers of foreign corporation. No foreign corporation shall transact in this State any business which a corporation organized under the laws of this State is not permitted to transact. A foreign corporation which shall have received authority to transact business under this Act shall, until a certificate of revocation has been issued or an application for withdrawal shall have been filed as provided in this Act, enjoy the same, but no greater, rights and privileges as a domestic corporation organized for the purposes set forth in the application pursuant to which such authority is granted; and, except as in Section 13.05 otherwise provided with respect to the organization and internal affairs of a foreign corporation and except as elsewhere in this Act otherwise provided, shall be subject to the same duties, restrictions, penalties, and liabilities now or hereafter imposed upon a domestic corporation of like character.

(Source: P.A. 92-33, eff. 7-1-01.)

 

(805 ILCS 5/13.15) (from Ch. 32, par. 13.15)

Sec. 13.15. Application for authority.

(a) A foreign corporation, in order to procure authority to transact business in this State, shall execute and file in duplicate an application therefor, in accordance with Section 1.10 of this Act, and shall 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. Such application shall set forth:

  • (1) The name of the corporation, with any additions thereto required in order to comply with Section 4.05 of this Act together with the state or country under the laws of which it is organized.
  • (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 this State, and the name of its proposed registered agent in this State at such address.
  • (5) (Blank.)
  • (6) The purpose or purposes for which it was organized which it proposes to pursue in the transaction of business in this State.
  • (7) The names and respective addresses, including street and number, or rural route number, of its directors and officers.
  • (8) A statement of the aggregate number of shares which it has authority to issue, itemized by classes, and series, if any, within a class.
  • (9) A statement of the aggregate number of its issued shares itemized by classes, and series, if any, within a class.
  • (10) A statement of the amount of paid-in capital of the corporation, as defined in this Act.
  • (11) 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 this State 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 this State during such year.
  • (12) 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 this State, and the total value of such line and the value of such line in this State.
  • (13) Such 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 this State and to determine and assess the franchise taxes, fees, and charges payable as in this Act prescribed.

(b) Such application shall be made on forms prescribed and furnished by the Secretary of State.

(c) When the provisions of this Section have been complied with, the Secretary of State shall file the application for authority.

(Source: P.A. 92-33, eff. 7-1-01.)

 

(805 ILCS 5/13.20) (from Ch. 32, par. 13.20)

Sec. 13.20. Effect of authority. Upon the filing of the application for authority by the Secretary of State, the corporation shall have the right to transact business in this State for those purposes set forth in its application, subject, however, to the right of this State to revoke such right to transact business in this State as provided in this Act.

(Source: P.A. 92-33, eff. 7-1-01.)

 

(805 ILCS 5/13.25) (from Ch. 32, par. 13.25)

Sec. 13.25. Change of name by foreign corporation. Whenever a foreign corporation which is admitted to transact business in this State shall change its name to one under which authority to transact business in this State would not be granted to it on application therefor, the authority of such corporation to transact business in this State shall be suspended and it shall not thereafter transact any business in this State until it has changed its name to a name which is available to it under the laws of this State or until it has adopted an assumed corporate name in accordance with Section 4.15 of this Act.

(Source: P.A. 92-33, eff. 7-1-01.)

 

(805 ILCS 5/13.30) (from Ch. 32, par. 13.30)

Sec. 13.30. Amendment to articles of incorporation of foreign corporation. Each foreign corporation authorized to transact business in this State, whenever its articles of incorporation are amended, shall forthwith file in the office of the Secretary of State a copy of such amendment duly authenticated by the proper officer of the State or country under the laws of which such corporation is organized; but the filing thereof shall not of itself enlarge or alter the purpose or purposes which such corporation is authorized to pursue in the transaction of business in this State, nor authorize such corporation to transact business in this State under any other name than the name set forth in its application for authority, nor extend the duration of its corporate existence.

(Source: P.A. 92-33, eff. 7-1-01.)

 

(805 ILCS 5/13.35) (from Ch. 32, par. 13.35)

Sec. 13.35. Merger of foreign corporation authorized to transact business in this state. Whenever a foreign corporation authorized to transact business in this State shall be a party to a statutory merger permitted by the laws of the state or country under which it is organized, and such corporation shall be the surviving corporation, it shall forthwith file with the Secretary of State a copy of the articles of merger duly authenticated by the proper officer of the state or country under the laws of which such statutory merger was effected; and it shall not be necessary for such corporation to procure either new or amended authority to transact business in this State unless the name of such corporation or the duration of its corporate existence be changed thereby or unless the corporation desires to pursue in this State other or additional purposes than those which it is then authorized to transact in this State.

(Source: P.A. 92-33, eff. 7-1-01.)

 

(805 ILCS 5/13.40) (from Ch. 32, par. 13.40)

Sec. 13.40. Amended authority. A foreign corporation authorized to transact business in this State shall secure amended authority to do so in the event it changes its corporate name, changes the duration of its corporate existence, or desires to pursue in this State other or additional purposes than those set forth in its prior application for authority, by making application therefor to the Secretary of State.

The application shall set forth:

  • (1) The name of the corporation, with any additions required in order to comply with Section 4.05 of this Act, together with the state or country under the laws of which it is organized.
  • (2) The change to be effected.

(Source: P.A. 92-33, eff. 7-1-01; 93-59, eff. 7-1-03.)

 

(805 ILCS 5/13.45) (from Ch. 32, par. 13.45)

Sec. 13.45. Withdrawal of foreign corporation. A foreign corporation authorized to transact business in this State may withdraw from this State upon filing with the Secretary of State an application for withdrawal. In order to procure such withdrawal, the foreign corporation shall:

  • (a) execute and file in duplicate, in accordance with Section 1.10 of this Act, an application for withdrawal and a final report, which shall set forth:
    • (1) that no proportion of its issued shares is, on the date of the application, represented by business transacted or property located in this State;
    • (2) that it surrenders its authority to transact business in this State;
    • (3) that it revokes the authority of its registered agent in this State to accept service of process and consents that service of process in any suit, action, or proceeding based upon any cause of action arising in this State during the time the corporation was licensed to transact business in this State may thereafter be made on the corporation by service on the Secretary of State;
    • (4) a post-office address to which may be mailed a copy of any process against the corporation that may be served on the Secretary of State;
    • (5) the name of the corporation and the state or country under the laws of which it is organized;
    • (6) a statement of the aggregate number of issued shares of the corporation itemized by classes, and series, if any, within a class, as of the date of the final report;
    • (7) a statement of the amount of paid-in capital of the corporation as of the date of the final report; and
    • (8) such additional information as may be necessary or appropriate in order to enable the Secretary of State to determine and assess any unpaid fees or franchise taxes payable by the foreign corporation as prescribed in this Act; or
  • (b) if it has been dissolved, file a copy of the articles of dissolution duly authenticated by the proper officer of the state or country under the laws of which the corporation was organized; or
  • (c) if it has been the non-survivor of a statutory merger and the surviving entity was a foreign corporation or limited liability company which had not obtained authority to transact business in this State, file a copy of the articles of merger duly authenticated by the proper officer of the state or country under the laws of which the corporation or limited liability company was organized; or
  • (d) if it has been converted into another entity, file a copy of the statement of conversion duly authenticated by the proper officer of the state or country under the laws of which the corporation was organized.

The application for withdrawal and the final report shall be made on forms prescribed and furnished by the Secretary of State.

When the corporation has complied with subsection (a) of this Section, the Secretary of State shall file the application for withdrawal and mail a copy of the application to the corporation or its representative. If the provisions of subsection (b) of this Section have been followed, the Secretary of State shall file the copy of the articles of dissolution in his or her office.

Upon the filing of the application for withdrawal or copy of the articles of dissolution, the authority of the corporation to transact business in this State shall cease.

(Source: P.A. 100-561, eff. 7-1-18.)

 

(805 ILCS 5/13.50) (from Ch. 32, par. 13.50)

Sec. 13.50. Grounds for revocation of authority. The authority of a foreign corporation to transact business in this State may be revoked by the Secretary of State:

(a) Upon the failure of an officer or director to whom interrogatories have been propounded by the Secretary of State as provided in this Act, to answer the same fully and to file such answer in the office of the Secretary of State.

(b) If the answer to such interrogatories discloses, or if the fact is otherwise ascertained, that the proportion of the sum of the paid-in capital of such corporation represented in this State is greater than the amount on which such corporation has theretofore paid fees and franchise taxes, and the deficiency therein is not paid.

(c) If the corporation for a period of one year has transacted no business and has had no tangible property in this State as revealed by its annual reports.

(d) Upon the failure of the corporation to keep on file in the office of the Secretary of State duly authenticated copies of each amendment to its articles of incorporation.

(e) Upon the failure of the corporation to appoint and maintain a registered agent in this State.

(f) (Blank).

(g) Upon the failure of the corporation to file any report after the period prescribed by this Act for the filing of such report.

(h) Upon the failure of the corporation to pay any fees, franchise taxes, or charges prescribed by this Act.

(i) For misrepresentation of any material matter in any application, report, affidavit, or other document filed by such corporation pursuant to this Act.

(j) Upon the failure of the corporation to renew its assumed name or to apply to change its assumed name pursuant to the provisions of this Act, when the corporation can only transact business within this State under its assumed name in accordance with the provisions of Section 4.05 of this Act.

(k) When under the provisions of the "Consumer Fraud and Deceptive Business Practices Act" a court has found that the corporation substantially and willfully violated such Act.

(l) Upon tender of payment to the Secretary of State which is subsequently returned due to insufficient funds, a closed account, or any other reason, and acceptable payment has not been subsequently tendered.

(m) When the Secretary of State receives a copy of a memorandum of judgment relating to a judgment entered for money owed to a unit of local government or school district, together with a statement filed by its attorney that the judgment has not been satisfied and that no appeal has been filed.

(Source: P.A. 95-515, eff. 8-28-07; 96-1121, eff. 1-1-11.)

 

(805 ILCS 5/13.55) (from Ch. 32, par. 13.55)

Sec. 13.55. Procedure for revocation of authority.

(a) After the Secretary of State determines that one or more grounds exist under Section 13.50 for the revocation of authority of a foreign corporation, he or she shall send by regular mail to each delinquent corporation a Notice of Delinquency to its registered office, or, if the corporation has failed to maintain a registered office, then to the president or other principal officer at the last known office of said officer.

(b) If the corporation does not correct the default described in paragraphs (c) through (k), and paragraph (m), of Section 13.50 within 90 days following such notice, the Secretary of State shall thereupon revoke the authority of the corporation by issuing a certificate of revocation that recites the grounds for revocation and its effective date. If the corporation does not correct the default described in paragraph (a), (b), or (l) of Section 13.50, within 30 days following such notice, the Secretary of State shall thereupon revoke the authority of the corporation by issuing a certificate of revocation as herein prescribed. The Secretary of State shall file the original of the certificate in his or her office and mail one copy to the corporation at its registered office or, if the corporation has failed to maintain a registered office, then to the president or other principal officer at the last known office of said officer.

(c) Upon the issuance of the certificate of revocation, the authority of the corporation to transact business in this State shall cease and such revoked corporation shall not thereafter carry on any business in this State.

(Source: P.A. 95-515, eff. 8-28-07; 96-1121, eff. 1-1-11.)

 

(805 ILCS 5/13.60) (from Ch. 32, par. 13.60)

Sec. 13.60. Reinstatement following revocation.

(a) A foreign corporation revoked under Section 13.55 may be reinstated by the Secretary of State following the date of issuance of the certificate of revocation upon:

  • (1) The filing of an application for reinstatement.
  • (2) The filing with the Secretary of State by the corporation of all reports then due and theretofore becoming due.
  • (3) The payment to the Secretary of State by the corporation of all fees, franchise taxes, and penalties then due and theretofore becoming due.

(b) The application for reinstatement shall be executed and filed in duplicate in accordance with Section 1.10 of this Act and shall set forth:

  • (1) The name of the corporation at the time of the issuance of the certificate of revocation.
  • (2) If such name is not available for use as determined by the Secretary of State at the time of filing the application for reinstatement, the name of the corporation as changed; provided, however, that any change of name is properly effected pursuant to Section 13.30 and Section 13.40 of this Act.
  • (3) The date of the issuance of the certificate of revocation.
  • (4) The address, including street and number, or rural route number, of the registered office of the corporation upon reinstatement thereof, and the name of its registered agent at such address upon the reinstatement of the corporation; provided, however, that any change from either the registered office or the registered agent at the time of revocation is properly reported pursuant to Section 5.10 of this Act.

(c) When a revoked corporation has complied with the provisions of this Section, the Secretary of State shall file the application for reinstatement.

(d) Upon the filing of the application for reinstatement, the authority of the corporation to transact business in this State shall be deemed to have continued without interruption from the date of the issuance of the certificate of revocation, and the corporation shall stand revived as if its authority had not been revoked; and all acts and proceedings of its officers, directors and shareholders, acting or purporting to act as such, which would have been legal and valid but for such revocation, shall stand ratified and confirmed.

(Source: P.A. 94-605, eff. 1-1-06.)

 

(805 ILCS 5/13.65) (from Ch. 32, par. 13.65)

Sec. 13.65. Application to corporations heretofore qualified to transact business in this state.

Foreign corporations which have been duly authorized to transact business in this State at the time this Act takes effect, for a purpose or purposes for which a corporation might secure such authority under this Act, shall, subject to the limitations set forth in their respective certificates of authority, be entitled to all the rights and privileges applicable to foreign corporations procuring authority to transact business in this State under this Act, and from the time this Act takes effect such corporation shall be subject to all the limitations, restrictions, liabilities, and duties prescribed herein for foreign corporations procuring under this Act authority to transact business in this State.

(Source: P.A. 83-1025.)

 

(805 ILCS 5/13.70) (from Ch. 32, par. 13.70)

Sec. 13.70. Transacting business without authority.

(a) No foreign corporation transacting business in this State without authority to do so is permitted to maintain a civil action in any court of this State, until the corporation obtains that authority. Nor shall a civil action be maintained in any court of this State by any successor or assignee of the corporation on any right, claim or demand arising out of the transaction of business by the corporation in this State, until authority to transact business in this State is obtained by the corporation or by a corporation that has acquired all or substantially all of its assets.

(b) The failure of a foreign corporation to obtain authority to transact business in this State 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 this State.

(c) A foreign corporation that transacts business in this State without authority is liable to this State, for the years or parts thereof during which it transacted business in this State without authority, in an amount equal to all fees, franchise taxes, penalties and other charges that would have been imposed by this Act upon the corporation had it duly applied for and received authority to transact business in this State as required by this Act, but failed to pay the franchise taxes that would have been computed thereon, and thereafter filed all reports required by this Act; and, if a corporation fails to file an application for authority within 60 days after it commences business in this State, in addition thereto it is liable for a penalty of either 10% of the filing fee, license fee and franchise taxes or $200 plus $5.00 for each month or fraction thereof in which it has continued to transact business in this State without authority therefor, whichever penalty is greater. The Attorney General shall bring proceedings to recover all amounts due this State under this Section.

(d) The Attorney General shall bring an action to restrain a foreign corporation from transacting business in this State, if the authority of the foreign corporation to transact business has been revoked under subsection (m) of Section 13.50 of this Act.

(Source: P.A. 95-515, eff. 8-28-07.)

 

(805 ILCS 5/13.75)

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.

(Source: P.A. 93-59, eff. 7-1-03.)


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