(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.)
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(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.
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(2) The date of its incorporation and the period of
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(3) The address, including street and number, or
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| rural route number, of its principal office.
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(4) The address, including street and number, if any,
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| of its proposed registered office in this State, and the name of its proposed registered agent in this State at such address.
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(5) (Blank.)
(6) The purpose or purposes for which it was
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| organized which it proposes to pursue in the transaction of business in this State.
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(7) The names and respective addresses, including
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| street and number, or rural route number, of its directors and officers.
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(8) A statement of the aggregate number of shares
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| which it has authority to issue, itemized by classes, and series, if any, within a class.
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(9) A statement of the aggregate number of its issued
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| shares itemized by classes, and series, if any, within a class.
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(10) A statement of the amount of paid-in capital of
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| the corporation, as defined in this Act.
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(11) An estimate, expressed in dollars, of the value
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| 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.
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(12) In the case of telegraph, telephone, cable,
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| 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.
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(13) Such additional information as may be necessary
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| 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.
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(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.)
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(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:
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(1) that no proportion of its issued shares is,
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| on the date of the application, represented by business transacted or property located in this State;
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(2) that it surrenders its authority to transact
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(3) that it revokes the authority of its
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| 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;
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(4) a post-office address to which may be mailed
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| a copy of any process against the corporation that may be served on the Secretary of State;
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(5) the name of the corporation and the state or
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| country under the laws of which it is organized;
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(6) a statement of the aggregate number of issued
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| shares of the corporation itemized by classes, and series, if any, within a class, as of the date of the final report;
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(7) a statement of the amount of paid-in capital
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| of the corporation as of the date of the final report; and
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(8) such additional information as may be
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| 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
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(b) if it has been dissolved, file a copy of the
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| articles of dissolution duly authenticated by the proper officer of the state or country under the laws of which the corporation was organized; or
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(c) if it has been the non-survivor of a statutory
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| 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
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(d) if it has been converted into another entity,
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| 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.
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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 .)
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(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.
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(3) The payment to the Secretary of State by the
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| corporation of all fees, franchise taxes, and penalties then due and theretofore becoming due.
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(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
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| issuance of the certificate of revocation.
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(2) If such name is not available for use as
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| 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.
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(3) The date of the issuance of the certificate of
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(4) The address, including street and number, or
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| 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.
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(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.)
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