Foreign Corporation Authority in Illinois: Form BCA 13.15

Any corporation organized under another state's law is foreign in Illinois. Section 13.05 of the Business Corporation Act requires a for-profit foreign corporation to hold Secretary of State authority prior to transacting any Illinois business, and the filing office is the Department of Business Services in Springfield. The authority attaches to the corporation you already have. Its charter, bylaws and internal governance remain those of the home state.

Authority is limited in a few ways. A foreign corporation cannot use it for banking, insurance, suretyship or building and loan business, or to act as a trustee, executor or guardian. A foreign professional service corporation must also satisfy Illinois's professional service corporation rules on ownership and licensing.

Illinois leaves "transacting business" undefined. Section 13.75 names activities that do not amount to it, and says the list is not exclusive:

• Defending, maintaining or settling a legal proceeding
• Holding board or shareholder meetings and handling other internal affairs
• Keeping a bank account
• A stock transfer or registration office for the corporation's own shares, or trustees and depositaries holding them
• Selling through independent contractors
• Sales orders that only bind once accepted from outside Illinois
• Owning real or personal property, without more
• Completing one isolated transaction within 120 days, provided it is not one of a string of like transactions
• Having a corporate officer or director who lives in Illinois

Land, buildings and local officers

A corporation whose only Illinois footprint is real estate it owns is covered by the property item, and Illinois has no separate rule treating income-producing property as a trigger for a corporation. An Illinois-resident director or officer does not make the corporation a transactor either. Activity beyond the list, such as an office or local employees, is where the question gets harder, and the state's application asks whether the corporation is transacting business now and the exact date it began. A close case belongs with an Illinois attorney.

Form BCA 13.15 is a paper application, submitted in duplicate. The state's minimum fee is $150, and the form warns that it is only a minimum: Illinois will bill any additional fees or franchise tax before it files the application. Franchise tax is computed from the corporation's paid-in capital and from how much of its property and business is in Illinois, and the form subtracts a $1,000 exemption from the result, with no tax due if that leaves a negative number. The state says it cannot quote the figure by phone, by email or before it reviews the application, so the estimates you give on the form matter.

Payment goes in as a cashier's check, certified check, money order, or an Illinois attorney's or CPA's check payable to the Secretary of State. Expedited service costs $100 more.

What the application covers

• The corporate name, and an assumed name when the true name cannot be used
• State of incorporation, date of incorporation and period of duration
• The principal office, plus the Illinois principal office if there is one
• The Illinois registered agent and registered office
• Every state where the corporation is qualified to do business
• Names and addresses of officers and directors
• The purposes it will pursue in Illinois
• Authorized and issued shares, and paid-in capital
• Estimates of total property and business, and the part located in Illinois, for the coming year
• Whether it already does business in Illinois and, if so, the start date
• An officer's signature, made under penalties of perjury

This is where corporations trip up. A good standing certificate is not what Illinois wants. Item 12 of the form and section 13.15(a) call for certified articles of incorporation, with every amendment, authenticated by the proper officer of the home state or country, and the form puts a 90-day limit on how old that authentication can be. The Secretary of State's own guide for foreign corporations says in plain words that a certificate of good standing does not satisfy the requirement.

The home state's filing office issues the certified copy and sets its price, and the owner places the order. Articles that are not in English need a certified original plus a translation approved by the U.S. Consul, or an apostille from a country party to the Hague Convention.

The name has to carry a corporate designator (the Act lists corporation, company, incorporated and limited, with abbreviations), and it must be distinguishable from Illinois corporations and LLCs, from foreign ones already authorized here, and from reserved or registered names (section 4.05). A foreign corporation whose name is taken may still be admitted if it adopts an assumed name and agrees to use only that name in Illinois. The assumed name filing costs $120 in 2026.

The agent and the office

Section 5.05 obliges each authorized foreign corporation to maintain, without gaps, a registered office and agent within Illinois. Eligible agents are individuals who reside in Illinois and whose own business office is the registered office, and entities such as corporations, LLCs, limited partnerships and LLPs that are authorized in Illinois and permitted by their own statements of purpose to act as agents. The registered office must show a street address, since a P.O. box on its own is turned down. The Secretary of State sends its official correspondence there. Reporting a new agent or office is a $25 filing.

Each year, starting the year after authority issues, a foreign corporation files an annual report. The filing fee is $75, and any annual franchise tax is added. The report must reach the state before the corporation's anniversary month begins, meaning the month in which authority was issued, and the state mails the form to the registered office about 60 days ahead.

A corporation that holds Illinois authority also consents to Illinois courts exercising general jurisdiction over it (section 13.20(b)). That consent ends only when the corporation formally withdraws.

• Changes to the registration, such as a new name or new purposes, require an amended application ($25).
• Withdrawal uses Form BCA 13.45, the application for withdrawal and final report ($25). In it the corporation gives up its authority, withdraws the agent's appointment, and agrees that the Secretary of State may be served for claims from the licensed period.
• Failing to keep an agent, file reports or pay fees and taxes can lead to revocation, and reinstatement costs $200.
• Tax registrations with the Department of Revenue are separate from this filing.

Section 13.70 sets out what an unauthorized foreign corporation faces.

• Courts. It may not bring a civil action in any Illinois court until authority is obtained, and the same bar covers a successor or assignee suing on its Illinois claims.
• Contracts. Contracts and acts are not undone by the missing authority, and defending a suit stays open.
• Money. It owes the State every fee, franchise tax, penalty and charge it would have paid had it applied on time and then filed every report. If it does not apply within 60 days after it starts doing business, it also owes a penalty of $200 plus $5 for every month or fraction, or 10 percent of the filing fee, license fee and franchise taxes if that is greater. The Attorney General collects.
• Jurisdiction. A corporation transacting business without authority is treated as having consented to general jurisdiction in Illinois courts for 180 days after each act of business.

If authority has been revoked, the Attorney General can bring an action restraining the corporation's Illinois business.

Mainstay's foreign qualification service handles the Illinois filing for a corporation formed elsewhere. It prepares Form BCA 13.15 and delivers it to the Illinois filing office, naming an Illinois registered agent: free for year one, then $149 yearly. You provide the corporation's details and the certified copy of its articles, because Mainstay does not order that document from your home state. Annual reports and tax returns are yours to handle or to pass to an accountant.

The state's minimum fee is $150, and any franchise tax billed on top of it is the State's charge. The Illinois foreign qualification page shows today's checkout lines, and for the agent service by itself, see the Illinois registered agent page. Mainstay prepares filings and supplies agents; it does not practice law.