APPLICATION FOR AUTHORITY TO TRANSACT BUSINESS IN ILLINOIS

(Foreign Corporation)

[// GUIDANCE: This template is designed for use by a foreign (non-Illinois) business corporation seeking authority to transact business in Illinois under § 13.15 of the Illinois Business Corporation Act of 1983, 805 ILCS 5/1-1 et seq. Adapt for foreign LLCs, NFPs, or LPs as needed.*]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants & Ongoing Obligations
6. Default & Administrative Remedies
7. General Provisions
8. Execution Block
9. Attachments & Filing Checklist

1. DOCUMENT HEADER

1.1 Title.
Application for Authority to Transact Business in Illinois.

1.2 Parties.
This Application is submitted by [FULL LEGAL NAME OF CORPORATION], a corporation organized under the laws of [HOME STATE / COUNTRY] (“Corporation”), to the Secretary of State of the State of Illinois (“Secretary”).

1.3 Effective Date.
The authority granted hereby shall become effective on the later of (a) the date the Secretary files this Application, or (b) [DEFERRED EFFECTIVE DATE, IF ANY].

1.4 Governing Law.
This Application and the Corporation’s conduct in Illinois are governed by the Illinois Business Corporation Act of 1983, 805 ILCS 5/1-1 et seq. (the “Illinois Act”).

2. DEFINITIONS

“Authority” – The certificate issued by the Secretary evidencing the Corporation’s qualification to transact business in Illinois.

“Foreign Corporation” or “Corporation” – The entity identified in Section 1.2.

“Home Jurisdiction” – The state or country of incorporation set forth in Section 3.1.

“Illinois Act” – The Illinois Business Corporation Act of 1983, 805 ILCS 5, as amended.

“Illinois Business Court” – Any court in the State of Illinois having jurisdiction over business-related disputes, as further defined in Supreme Court Rule 7.

“Registered Agent” – The person or entity appointed under Section 3.4 to receive service of process in Illinois.

[// GUIDANCE: Add or delete definitions as needed; ensure terms are capitalized consistently throughout.]

3. OPERATIVE PROVISIONS

3.1 Corporate Information.
a. Exact name of Corporation in Home Jurisdiction: [NAME]
b. Assumed name to be used in Illinois, if different: [ASSUMED NAME OR “N/A”]
c. Home Jurisdiction and date of incorporation: [STATE/COUNTRY], [DATE]
d. Duration: ☐ Perpetual ☐ Expires on [DATE]

3.2 Principal Office.
Street Address: [ADDRESS, CITY, STATE, ZIP, COUNTRY]

3.3 Purpose.
The purpose for which the Corporation is organized and intends to transact business in Illinois is:
[BRIEF PURPOSE—e.g., “to engage in the wholesale distribution of electrical components”].

3.4 Registered Agent & Registered Office in Illinois.
a. Registered Agent Name: [NAME]
b. Registered Office Street Address (no P.O. Box): [ADDRESS, CITY, IL ZIP]
c. County: [COUNTY]

3.5 Officers & Directors.
Provide names and business addresses of the Corporation’s current officers and directors:

[// GUIDANCE: Attach additional pages if necessary.]

3.6 Authorized Shares.
Total number of shares the Corporation is authorized to issue in Home Jurisdiction: [#].
Classifications and par values (if any):

3.7 Qualification Indicator.
☐ The Corporation has transacted NO business in Illinois prior to the filing of this Application.
☐ The Corporation began transacting business in Illinois on [MM/DD/YYYY] and hereby tenders all back fees and penalties due under 805 ILCS 5/15.05.

3.8 Certificate of Good Standing.
A Certificate of Good Standing (or equivalent) issued by the [Home Jurisdiction] Secretary of State within 60 days prior to the date of this Application is attached hereto as Attachment A.

3.9 Filing Fees.
Attached is the statutory filing fee of $175 together with any additional fees for late qualification, expedited processing, and/or assumed name filing.

4. REPRESENTATIONS & WARRANTIES

The Corporation represents and warrants to the State of Illinois that, as of the date of execution of this Application:

4.1 Good Standing. The Corporation is duly incorporated, validly existing, and in good standing under the laws of its Home Jurisdiction.

4.2 Corporate Authority. The submission of this Application has been duly authorized by the Corporation’s board of directors and, if required, its shareholders.

4.3 Compliance with Illinois Act. The Corporation has reviewed the Illinois Act and agrees to be bound by its provisions as a condition of obtaining and maintaining Authority.

4.4 Accurate Information. All information contained in this Application and any attachments is true, correct, and complete.

4.5 No Restricted Purpose. The Corporation’s stated purpose does not violate public policy or any statutory restriction of the State of Illinois.

[// GUIDANCE: Insert survival language only if desired; statutory filings typically do not include survival clauses.]

5. COVENANTS & ONGOING OBLIGATIONS

The Corporation covenants that it shall:

5.1 Annual Reports. File an Illinois Annual Report and pay the associated franchise tax on or before the anniversary month of its incorporation each year, as required by 805 ILCS 5/14.05.

5.2 Registered Agent. Maintain a Registered Agent and Registered Office in Illinois at all times and file any change on Form BCA 5.10/5.20 within 60 days of such change.

5.3 Franchise Taxes & Fees. Timely pay all Illinois franchise taxes, license fees, penalties, and interest.

5.4 Corporate Records. Maintain corporate books and records in accordance with § 7.75 of the Illinois Act and make them available for inspection as required.

5.5 Amendments. Promptly file with the Secretary any amendments to its Articles of Incorporation that would render the information in this Application inaccurate, using Form BCA 6.10.

5.6 Withdrawal. If the Corporation elects to cease doing business in Illinois, it will file an Application for Withdrawal on Form BCA 13.60 and pay all outstanding fees and taxes as a condition precedent to withdrawal.

6. DEFAULT & ADMINISTRATIVE REMEDIES

6.1 Grounds for Revocation. The Corporation acknowledges that failure to comply with the Illinois Act, including but not limited to non-payment of fees, failure to maintain a Registered Agent, or failure to file required reports, constitutes grounds for administrative revocation of Authority under 805 ILCS 5/13.55.

6.2 Notice & Cure. Prior to revocation, the Secretary will mail a Notice of Delinquency to the Registered Agent. The Corporation shall have 90 days from the date of such notice to cure all deficiencies.

6.3 Effect of Revocation. Upon revocation, the Corporation may not maintain any civil action in Illinois courts until Authority is reinstated (805 ILCS 5/13.70).

6.4 Reinstatement. The Corporation may apply for reinstatement within five (5) years of revocation by filing Form BCA 13.65 and paying all past-due fees, penalties, and interest.

7. GENERAL PROVISIONS

7.1 Amendments & Corrections. Any amendment or correction to this Application after filing shall be made on Form BCA 2.10.

7.2 Governing Law & Forum Selection. Any dispute arising out of, or relating to, the Corporation’s authority or obligations under the Illinois Act shall be governed by Illinois law and subject to the exclusive jurisdiction of the state or federal courts located in Illinois, including the Illinois Business Court where applicable.

7.3 Severability. If any provision of this Application is found invalid by a court of competent jurisdiction, the remaining provisions shall remain in full force to the extent permitted by law.

7.4 Electronic Signatures. Pursuant to 5 ILCS 175/1-101 et seq. (Illinois Electronic Commerce Security Act), electronic signatures shall have the same legal effect as original signatures for all filings submitted electronically.

8. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned officer, duly authorized, executes this Application and affirms under penalties of perjury that the statements contained herein are true, correct, and complete.

Date: [MM/DD/YYYY]

________________________________________________
[NAME OF AUTHORIZED OFFICER]
[CORPORATE TITLE]
[// GUIDANCE: Title must be President, Vice President, Secretary, Assistant Secretary, or duly authorized officer per 805 ILCS 5/13.15.]

ATTEST:

________________________________________________
[NAME], Secretary

[Corporate Seal, if any]

[// GUIDANCE: Illinois no longer requires a seal, but its use is customary.]

9. ATTACHMENTS & FILING CHECKLIST

☐ Attachment A – Certificate of Good Standing from Home Jurisdiction (issued within 60 days)
☐ Attachment B – Additional Officers/Directors (if needed)
☐ Attachment C – Assumed Name Application (if using a name different from Section 3.1)
☐ Statutory Filing Fee ($175)
☐ Franchise Tax Prepayment (if transacting prior to filing)
☐ Expedite Fee ($100) (optional)

[// GUIDANCE: Mail or hand-deliver the completed Application and attachments to:
Secretary of State, Department of Business Services, 501 S. Second St., Rm. 350, Springfield, IL 62756.
For expedited processing, file in-person at the Chicago or Springfield office and mark the envelope “EXPEDITE.”]

END OF DOCUMENT