Register Your Illinois Foreign Corporation
A foreign corporation is a corporation formed in another state but registered to do business in Illinois as well. To register a foreign corporation in Illinois, you must file an Application for Authority to Transact Business in Illinois with the Illinois Secretary of State, Department of Business Services. You can submit this document by mail or in person. The Application for Authority for a foreign Illinois corporation costs $175 to file, not including additional fees assessed by the state.
Our guide below breaks down the steps to register your foreign corporation. Don’t want to read the guide? We can help you file and get your company up and running in Illinois.
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The process of getting your out-of-state business registered legally in Illinois to do business is called foreign qualification. In a nutshell, foreign qualification tells the Illinois Secretary of State you are conducting business in the state.
Even though Illinois will have you submit a copy of your original Articles of Incorporation, you won’t be forming a whole new corporation. By submitting a copy of your corporation’s articles, you’re showing Illinois that your company is a legally registered business in your organization’s state of formation.
Here’s everything you need to do to conduct business as a foreign corporation in Illinois.
1. Name Your Illinois Corporation
The name of your corporation in its home state will need to be available in Illinois for you to use it for your foreign corporation. So you’ll want to check that your original business name isn’t in use in Illinois. If your corporation’s name is not available, you’ll need to file for an assumed name or DBA in Illinois. To check if your business’s name is available, use the business entity search feature on the Illinois Secretary of State website.
Concerned your business name won’t be available for future foreign registrations? Consider applying for a federal trademark for your business name to ensure it’s available in all fifty states.
2. Designate a Registered Agent
All Illinois corporations (both foreign and domestic) must have a registered agent. A registered agent an individual or business designated to accept service of process for your business. A requirement of an Illinois registered agent is they be located within the state. If you want a reliable registered agent that’ll get your legal mail to you fast, Northwest offers registered agent service in Illinois and all 50 states, including DC and Puerto Rico.
3. Start Your Business Identity
Once your business is legal in the new state, you’ll want to be ready to connect with customers. Forming your business identity, or the way you present yourself to your potential clients, can help.
Now’s a prime opportunity to start a business website or get a custom business email address.
Your business should have a way to market itself in a new, well, market. Consider getting phone service that has the local area code or a local business address to use on documents where possible.
4. Get Certified Copy of Articles of Incorporation
Illinois requires all out of state corporations filing their Application for Authority to Transact Business in Illinois to include a certified copy of their corporation’s Articles of Incorporation. The copy of your Articles of Incorporation must be dated within 90 days of submitting them with your application. The sooner you get your copy, the better.
5. Submit Application for Authority to Transact Business in Illinois
To submit your Illinois Application for Authority to Transact Business in Illinois, you’ll need to pay the $150 filing fee and include a copy of your Articles of Incorporation. This fee will be different if you’ve already begun conducting business within the state.
You’ll need to provide the following information on your application:
- corporation name or Illinois assumed name
- original state of incorporation
- date of formation
- age of corporation
- address of principal office
- other states business is registered to do business
- registered agent address and name
- names and addresses of directors and officers
- a full valuation of stocks and properties
Illinois only accepts paper copies of the Application for Authority to Transact Business in Illinois. This means you can only deliver your application in person or by mail. You will also need to submit two copies of your application so that the state can return a stamped copy.
Mail:
Illinois Secretary of State
Department of Business Services
Limited Liability Division
501 S. Second St., Rm. 351
Springfield, IL 62756
In Person:
Cook County Building
69 W. Washington St., Ste. 1240
Chicago, IL 60602
Illinois only accepts paper applications. This means you can only file by mail or in person. Processing times can be sped up by paying for expedited service.
- Mail/In Person: Illinois will process your mailed or hand-delivered applications in 30 business days. If sending your paperwork by mail, please note that you’ll have to add extra time for mailing.
- Expedited: In a hurry? The state will process your paperwork in 24-hours for $100 in both the Chicago and Springfield offices. Add time for mail confirmation.
6. Receive Stamped Copy of Application
The Illinois Secretary of State will notify you of your application’s approval and your right to do business in the state by sending you a stamped copy of your application in the mail. You’ll want to save this for your records.
7. File Illinois Reports and Taxes
Your foreign corporation will now have Illinois taxes and reports to file independent of the ones you file in your home state.
- Income Tax: The Illinois corporate income tax rate is a flat 7%, but corporations also pay a 2.5% replacement tax. A typical corporation pays a combined 9.5% rate on their net income.
- Annual Report and Franchise Tax: The Illinois Annual Report and Franchise Tax is a dual filing all Illinois corporations submit each year. The application is split into two parts (the annual report and the franchise tax calculation).
Northwest Can Register Your Illinois Foreign Corporation
If doing things on your own sounds overwhelming, boring, or generally like not a good use of your time, we’re ready to help. Our foreign qualification package is $225 + Illinois fees. This includes:
- Registering your business as an Illinois Foreign Corporation: We’ll file your paperwork and let you know when it’s approved.
- Serving as your business’ Illinois Registered Agent: We can be your RA in as many states as you want to expand into.
- Launching your business identity: We’ll get you a digital presence, including a business email address, phone service, and mail forwarding. Plus, we’ll put together a custom website with a domain, web hosting, and security in place. These will all be free for 90 days. After that, most services are $9/month.
- Sending reminders for your Illinois annual report: We can even file this for you. We’ll send you a reminder about the report 90 days before they’re due, and you can either have us file for you or opt out of the service.
Illinois Foreign Corporation FAQs
To amend your foreign corporation, you’ll file the Application for Amended Authority to Transact Business in Illinois. The fee is $25 and there are expedited options.
While Illinois doesn’t clearly define what counts as doing business in the state, a foreign corporation will typically need to register in Illinois if it owns or leases a storefront or office space in Illinois, hires and pays employees in the state, or provides retail sales or services there.
For more information, check out our resource on what it means to do business in another state.
No.
Any authorized officer of the corporation.
A minimum amount of $175 will be due. However the amount of fees due will vary depending upon the corporation’s paid-in capital and the proportion of property and business that will be located in Illinois. Because of the calculations involved, fees and taxes cannot be computed by telephone or in advance of a review of your application. Upon submission of a completed application and the certified copy, the Department of Business Services will compute the amount due and notify you.
After the Application for Authority is issued by the Secretary of State, you must file it with the county recorder in the county where the Illinois registered office is located. Because of the requirements of the Counties Code, the form BCA 13.15 supplied by the Secretary of State should always be used to effect qualification, that way you can avoide a doubled recording fee at the county level. County publication is not necessary, unless specifically required by the county in which your registered agent resides.
Yes. We can help you register your corporation in Illinois and help with all the weird filing the state has for only $225 + state fees. You can also add additional services, like premium mail forwarding and a custom website, for a free trial.