Foreign Qualification Application

Illinois Foreign Corporation Authority Worksheet

Purpose and Scope

Use this worksheet to prepare the current Form BCA 13.15, Application for Authority to Transact Business in Illinois, for a foreign for-profit corporation. It is not the official filing form and does not cover a foreign LLC, nonprofit corporation, partnership, or other entity type.

Under 805 ILCS 5/13.05, a foreign for-profit corporation generally must obtain authority from the Illinois Secretary of State before transacting business in Illinois. Specialized businesses and professional corporations may be subject to additional eligibility rules.

Important Jurisdiction Notice

Public Act 104-352, effective August 15, 2025, amended 805 ILCS 5/13.20 and 13.70.

• A corporation registering after that date consents to general jurisdiction in Illinois as provided by the amended statute.
• A previously registered corporation gives that consent on its next annual-report due date after the amendment's effective date.
• The statute says that consent terminates only upon formal withdrawal from Illinois.
• A foreign corporation transacting business without authority after the effective date is deemed to consent for 180 days following each qualifying act.

☐ Obtain Illinois legal review of the jurisdiction consequences before filing or continuing unregistered activity.

Part 1 — Filing Package

The current Secretary of State form and official guide require:

☐ Two completed copies of Form BCA 13.15

☐ A certified copy of the corporation's articles of incorporation, including all amendments and mergers, authenticated within the last 90 days by the proper home-jurisdiction official

☐ Filing fee, franchise tax, and any applicable penalty or interest

☐ Form BCA 4.15 if an assumed corporate name is required

The current minimum amount due with Form BCA 13.15 is $150. The Secretary of State currently lists an optional $100 expedited-service fee, which must be requested in person rather than by mail. Additional franchise tax, penalties, or interest may apply.

Part 2 — Name and Formation Information

If the true corporate name is unavailable, complete the assumed-name election and attach Form BCA 4.15. The current form states that a corporation electing an assumed name agrees not to use its true corporate name in transacting Illinois business.

Part 3 — Office and Registered-Agent Information

The registered office must include an Illinois street address; a P.O. box alone is not accepted.

List every state and country where the corporation is admitted or qualified, including the state of incorporation:

[________________________________]

Part 4 — Officers, Directors, and Purpose

List the president, secretary, and at least three directors. Attach a continuation page if needed.

Purpose or purposes pursued in Illinois:

[________________________________]

The Secretary of State guide warns that an all-inclusive purpose clause should be used only when the authenticated articles contain a corresponding broad-purpose clause and the Illinois form language is adapted accordingly.

Part 5 — Shares and Paid-In Capital

Paid-in capital: $[________________________________]

The official form uses paid-in capital and the allocation information below to determine franchise-tax consequences. Do not substitute balance-sheet equity or a good-standing statement for the requested figures.

Part 6 — Illinois Allocation Estimates

For this form, the official guide describes “property” as gross assets and “business” as gross revenue for franchise-tax allocation purposes.

Part 7 — Prior Illinois Business

Is the corporation currently transacting business in Illinois?

☐ No

☐ Yes — exact commencement date: [__/__/____]

Under 805 ILCS 5/13.70(c), an unqualified corporation may owe the fees, franchise taxes, penalties, and charges that would have applied if it had timely qualified and reported. If it fails to apply within 60 days after commencing Illinois business, the additional statutory penalty is the greater of:

• 10% of the filing fee, license fee, and franchise taxes; or
• $200 plus $5 for each month or fraction of a month it continued business without authority.

☐ Obtain a Secretary of State calculation before remitting back amounts.

Part 8 — Certified Articles and Signature

The required home-jurisdiction attachment is not merely a certificate of good standing. Form BCA 13.15 requires a certified copy of the articles of incorporation, as amended, authenticated within the last 90 days.

☐ Certified articles and every amendment attached

☐ Merger documents included if they altered the charter record

The current form requires an authorized officer to affirm under penalties of perjury that the stated facts are true. Follow the form's black-ink and payment instructions for a paper submission.

Part 9 — Activities That May Not Require Authority

805 ILCS 5/13.75 provides nonexclusive safe harbors, including maintaining or settling proceedings, holding board or shareholder meetings, maintaining bank accounts, selling through independent contractors, soliciting orders accepted outside Illinois, owning property without more, and conducting an isolated transaction completed within 120 days and outside a course of repeated transactions.

Describe the Illinois contacts and proposed safe harbor, if any:

[________________________________]

☐ Obtain legal review before relying on § 13.75. The registration safe harbors do not determine every tax, licensing, service-of-process, or regulatory obligation.

Part 10 — Annual Report

Under 805 ILCS 5/14.05 and 14.10, a registered foreign corporation files Form BCA 14.05 FOR each year. The report and required amounts are due within the 60 days immediately preceding the first day of the corporation's anniversary month, unless the corporation validly established an extended filing month.

The Secretary of State currently lists:

Additional franchise tax, penalty, or interest may apply.

Part 11 — Amendments and Interim Changes

Use the filing that matches the change:

• Authenticated charter amendment: file the authenticated amendment forthwith under 805 ILCS 5/13.30.
• Name, duration, or Illinois purpose change: apply for amended authority under § 13.40, using Form BCA 13.40.
• Registered agent or registered office: use Form BCA 5.10/5.20.
• Officer, director, principal-office, or specified ownership-status change: review Form BCA 14.13 and § 14.13.

The legacy template incorrectly identified Form BCA 6.10 as the general amendment form. BCA 6.10 is a statement establishing a series of shares; it is not the foreign-corporation amended-authority filing.

Part 12 — Withdrawal

A corporation formally leaving Illinois uses Form BCA 13.45, Application for Withdrawal and Final Report, under 805 ILCS 5/13.45.

The Secretary of State currently lists a $25 filing fee and optional $50 expedited fee, plus any tax, penalty, or interest shown by the final report.

The withdrawal filing addresses, among other items:

☐ Surrender of Illinois authority

☐ Revocation of the registered agent's authority

☐ Address for service concerning pre-withdrawal matters

☐ Corporate name and jurisdiction of incorporation

☐ Issued shares and paid-in capital for the final report

☐ Dissolution, merger, or conversion documents when applicable

Form BCA 13.60 is reinstatement following revocation, not withdrawal.

Part 13 — Revocation and Reinstatement

Grounds for revocation are listed in 805 ILCS 5/13.50 and include failure to maintain a registered agent, file required reports or authenticated charter amendments, pay required amounts, renew a required assumed name, or provide materially accurate filings.

Under § 13.55:

• most listed defaults receive a 90-day cure period after the Notice of Delinquency; and
• the interrogatory, capital-deficiency, and returned-payment defaults identified in § 13.55(b) receive a 30-day cure period.

Reinstatement following revocation is governed by § 13.60 and current Form BCA 12.45/13.60. The Secretary of State currently lists a $200 reinstatement filing fee, plus required reports, franchise taxes, fees, penalties, and interest.

Part 14 — Consequences of No Authority

Under 805 ILCS 5/13.70:

• an unqualified foreign corporation transacting business in Illinois may not maintain an Illinois civil action until it obtains authority;
• lack of authority does not invalidate its contracts or prevent it from defending an action;
• back fees, franchise taxes, charges, and the statutory late-qualification penalty may be due; and
• the Attorney General may bring the recovery or restraint actions authorized by the section.

The private representations, warranties, severability clause, forum-selection clause, and “Illinois Business Court” language in the former template are not parts of Form BCA 13.15.

Sources and References

• Illinois Business Corporation Act — Article 13, Foreign Corporations
• Illinois Business Corporation Act — Article 14, Reports
• Form BCA 13.15 — Application for Authority
• Illinois Secretary of State — Domestic and Foreign Corporation Forms and Fees
• Illinois Secretary of State — Guide for Qualifying Foreign Corporations