These instructions are for a Foreign Corporations: A corporation conducting business in one state when organized or chartered in another is considered a foreign corporation.
Any company incorporated in any other state can transact business in Illinois after they complete and submit an Application for Authority to Transact Business in Illinois (BCA form 13.15, in duplicate-original) to the Secretary of State of Illinois together with certified copies of the Articles of Incorporation with any and all amendments filed from their domestic state.
Information required on the BCA 13.15 form will be located within your certified copies from your domestic state.
If you have been transacting business in Illinois prior to filing the application for authority to do so, your company will be held responsible for the franchise tax dating back to the date your company began doing business in Illinois, along with penalties and additional annual report filing fees for those previous years indicated on your BCA 13.15 form.
The Secretary of State will not file your application for authority unless the back taxes, filing fees and penalties are satisfied
All qualification filings must be recorded in the county of the registered office once the application is on record with the state.
Information Required on the BCA 13.15 Form:
Application for Authority to Transact
Business in Illinois
1. (a) Corporate Name: The corporate name must be distinguishable from other companies or assumed company names on record with the Secretary of State and must contain one of the following words or abbreviations: Corp., Corporation, Company, Co., Limited or Ltd., Incorporated or Inc.
1. (b) Assumed Name: If your company name is not available for use in Illinois, your company will need to adopt and agree to transact business under an assumed corporate name. It is always a good idea to check your name availability first.
2. State or country of incorporation and your date of incorporation: The state of incorporation is the state where you filed your original formation documents and the incorporation date must be the month, day and year of your incorporation.
3. Address of principal office where ever located and address of Principal office in this state: List the business address of the company's main office and if the company will have an office in Illinois, the address of its location in Illinois.
4. Name and address of your registered agent and registered office: Illinois Registered Agen provides the most cost effective agent representation in the State of Illinois.
5. States and countries in which it is admitted or qualified to transact business: List your incorporation state and any other state that you currently have authority to transact business.
6. Provide the names, addresses, city, state and zip codes of the principal officers and directors. Please note that these documents are on public record. Officers and directors may wish to provide the company's principal business address as an alternative to personal addresses.
7. The purpose or purposes for which it was organized which it proposes to pursue in the transaction of business in this state: The general purpose clause is sufficient and is approved by the Secretary of State and reads: “To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of ______ (enter your state of incorporation here), and permitted under the Illinois Business Corporation Act of 1983”. You may include a specific description of the type of business you intend to transact, however, this may limit your company's ability to pursue other types of business activities.
8. Authorized and Issued Shares: The authorized and issued shares, class and par value will be stated in your certified documents. If no additional amendments were filed after the filing of the initial formation documents, the issued and authorized shares wwould not changed. If there were amendments filed after the filing of the initial formation documents, check the amendments to be sure these amounts have not changed. If the authorized and issued share, par value and class do not matc what is within your original articles or amendments, the state will reject your filin g.
9. Paid-In-Capital: The amount of money or other property paid to the corporation for issued shares, less expenses incurred with the issuance of shares, plus any cash or other consideration contributed to the corporation. Franchise taxes are based on the amount of initial Paid in Capital.
10. Estimate of Property: Each foreign corporation is required to disclose a good faith estimated of the amounts of property it expects to own and the amount of business it intends to transact in Illinois and in its domestic state (for the purpose of computing franchise tax, “property” means gross assets of the corporation (i.e. real, personal, tangible, intangible or mixed) without qualification and “business” means gross revenues of the corporation from whatever source derived). The following formula will help to determine your allocation factor and franchise tax: the sum of b+d divided by the sum of a+c (to the 6th place) multiplied by the paid in capital = Illinois Tax Capital. Multiply Illinois Tax Capital by .0015 = franchise tax. The minimum franchise tax reportable to the state is $25.00.
11. Interrogatories:
(a) Is the corporation transacting business in this state at this time?
•
If you are qualifying for authority to transact business after you have established a business presence in Illinois, the Secretary of State will impose penalties as well as back franchise tax and annual report fees for the period of time that your company has been doing business in Illinois.
•The penalty for transacting business without authority is $200.00, plus $5.00 per month or 10 percent of fees and taxes, whichever is greater. In addition, late payment interest of 1% per month accrues against the corporation until qualification. If you are in this situation, you should call the Secretary of State to get a clear idea of what the aggregate cost would be to qualify.
•The corporation’s outstanding tax constitutes a lien on the real and personal property of the corporation. Any corporation doing business in Illinois without authority will not be permitted to maintain a civil action in any court in Illinois until qualified.
(b) if yes, state the exact date on which it commenced to transact business in Illinois.
12. Attestation of the fact that the original certified copies of the formation documents with all amendments from the corporation's domestic state are attached. All certified copies should be dated within 90 days of your filing date and will contain a cover letter from your state of incorporation as to how many pages are being presented and in most instances bear the seal of the state of incorporation with the Secretary of State's signature.
13. Date and signature of a current acting officer authorized to sign such documents and restate the name of the corporation as it is shown on the most current certified formation documents that state the current company name. Authorized officers includ the President, Vice President, Secretary or Assistant Secretary and have been duly elected by the Board of Directors to serve in that position.
