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(805
ILCS 5/Art. 13 heading)
ARTICLE 13. FOREIGN CORPORATIONS
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(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 5/13.10) (from Ch. 32, par. 13.10)
Sec.
13.10. Powers of foreign corporation. No foreign corporation
shall transact in this State any business which a corporation
organized under the laws of this State is not permitted to transact.
A foreign corporation which shall have received authority to
transact business under this Act shall, until a certificate of
revocation has been issued or an application for withdrawal shall
have been filed as provided in this Act, enjoy the same, but
no greater, rights and privileges as a domestic corporation organized
for the purposes set forth in the application pursuant to which
such authority is granted; and, except as in Section 13.05 otherwise
provided with respect to the organization and internal affairs
of a foreign corporation and except as elsewhere in this Act
otherwise provided, shall be subject to the same duties, restrictions,
penalties, and liabilities now or hereafter imposed upon a domestic
corporation of like character.
(Source: P.A.
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
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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
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any,
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
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issued
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 5/13.20) (from Ch. 32, par. 13.20)
Sec.
13.20. Effect of authority. Upon the filing of the application
for authority by the Secretary of State, the corporation shall
have the right to transact business in this State for those purposes
set forth in its application, subject, however, to the right
of this State to revoke such right to transact business in this
State as provided in this Act.
(Source: P.A.
92- 33, eff. 7- 1- 01.)
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(805
ILCS 5/13.25) (from Ch. 32, par. 13.25)
Sec.
13.25. Change of name by foreign corporation. Whenever a foreign
corporation which is admitted to transact business in this State
shall change its name to one under which authority to transact
business in this State would not be granted to it on application
therefor, the authority of such corporation to transact business
in this State shall be suspended and it shall not thereafter
transact any business in this State until it has changed its
name to a name which is available to it under the laws of this
State or until it has adopted an assumed corporate name in accordance
with Section 4.15 of this Act.
(Source: P.A.
92- 33, eff. 7- 1- 01.)
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(805
ILCS 5/13.30) (from Ch. 32, par. 13.30)
Sec.
13.30. Amendment to articles of incorporation of foreign corporation.
Each foreign corporation authorized to transact business in this
State, whenever its articles of incorporation are amended, shall
forthwith file in the office of the Secretary of State a copy
of such amendment duly authenticated by the proper officer of
the State or country under the laws of which such corporation
is organized; but the filing thereof shall not of itself enlarge
or alter the purpose or purposes which such corporation is authorized
to pursue in the transaction of business in this State, nor authorize
such corporation to transact business in this State under any
other name than the name set forth in its application for authority,
nor extend the duration of its corporate existence.
(Source: P.A.
92- 33, eff. 7- 1- 01.)
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(805
ILCS 5/13.35) (from Ch. 32, par. 13.35)
Sec.
13.35. Merger of foreign corporation authorized to transact business
in this state. Whenever a foreign corporation authorized to transact
business in this State shall be a party to a statutory merger
permitted by the laws of the state or country under which it
is organized, and such corporation shall be the surviving corporation,
it shall forthwith file with the Secretary of State a copy of
the articles of merger duly authenticated by the proper officer
of the state or country under the laws of which such statutory
merger was effected; and it shall not be necessary for such corporation
to procure either new or amended authority to transact business
in this State unless the name of such corporation or the duration
of its corporate existence be changed thereby or unless the corporation
desires to pursue in this State other or additional purposes
than those which it is then authorized to transact in this State.
(Source: P.A.
92- 33, eff. 7- 1- 01.)
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(805
ILCS 5/13.40) (from Ch. 32, par. 13.40)
Sec.
13.40. Amended authority. A foreign corporation authorized to
transact business in this State shall secure amended authority
to do so in the event it changes its corporate name, changes
the duration of its corporate existence, or desires to pursue
in this State other or additional purposes than those set forth
in its prior application for authority, by making application
therefor to the Secretary of State.
The
application shall set forth:
(1)
The name of the corporation, with any additions
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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 change to be effected.
(Source: P.A.
92- 33, eff. 7- 1- 01; 93- 59, eff. 7- 1- 03.)
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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
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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
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issued
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 corporation was a foreign corporation
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
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.
92- 16, eff. 6- 28- 01; 92- 33, eff. 7- 1- 01;
93- 59, eff. 7- 1- 03.)
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(805
ILCS 5/13.50) (from Ch. 32, par. 13.50)
Sec.
13.50. Grounds for revocation of authority. The authority of
a foreign corporation to transact business in this State may
be revoked by the Secretary of State:
(a)
Upon the failure of an officer or director to whom interrogatories
have been propounded by the Secretary of State as provided in
this Act, to answer the same fully and to file such answer in
the office of the Secretary of State.
(b)
If the answer to such interrogatories discloses, or if the fact
is otherwise ascertained, that the proportion of the sum of the
paid- in capital of such corporation represented in this
State is greater than the amount on which such corporation has
theretofore paid fees and franchise taxes, and the deficiency
therein is not paid.
(c)
If the corporation for a period of one year has transacted no
business and has had no tangible property in this State as revealed
by its annual reports.
(d)
Upon the failure of the corporation to keep on file in the office
of the Secretary of State duly authenticated copies of each amendment
to its articles of incorporation.
(e)
Upon the failure of the corporation to appoint and maintain a
registered agent in this State.
(f)
Upon the failure of the corporation to file for record in the
office of the recorder of the county in which its registered
office is situated, any appointment of registered agent.
(g)
Upon the failure of the corporation to file any report after
the period prescribed by this Act for the filing of such report.
(h)
Upon the failure of the corporation to pay any fees, franchise
taxes, or charges prescribed by this Act.
(i)
For misrepresentation of any material matter in any application,
report, affidavit, or other document filed by such corporation
pursuant to this Act.
(j)
Upon the failure of the corporation to renew its assumed name
or to apply to change its assumed name pursuant to the provisions
of this Act, when the corporation can only transact business
within this State under its assumed name in accordance with the
provisions of Section 4.05 of this Act.
(k)
When under the provisions of the "Consumer Fraud and Deceptive
Business Practices Act" a court has found that the corporation
substantially and willfully violated such Act.
(l)
Upon tender of payment to the Secretary of State which is subsequently
returned due to insufficient funds, a closed account, or any
other reason, and acceptable payment has not been subsequently
tendered.
(Source: P.A.
92- 33, eff. 7- 1- 01; 93- 59, eff. 7- 1- 03.)
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(805
ILCS 5/13.55) (from Ch. 32, par. 13.55)
Sec.
13.55. Procedure for revocation of authority.
(a)
After the Secretary of State determines that one or more grounds
exist under Section 13.50 for the revocation of authority of
a foreign corporation, he or she shall send by regular mail to
each delinquent corporation a Notice of Delinquency to its registered
office, or, if the corporation has failed to maintain a registered
office, then to the president or other principal officer at the
last known office of said officer.
(b)
If the corporation does not correct the default described in
paragraphs (c) through (k) of Section 13.50 within 90 days following
such notice, the Secretary of State shall thereupon revoke the
authority of the corporation by issuing a certificate of revocation
that recites the grounds for revocation and its effective date.
If the corporation does not correct the default described in
paragraph (a), (b), or (l) of Section 13.50, within 30 days following
such notice, the Secretary of State shall thereupon revoke the
authority of the corporation by issuing a certificate of revocation
as herein prescribed. The Secretary of State shall file the original
of the certificate in his or her office, mail one copy to the
corporation at its registered office or, if the corporation has
failed to maintain a registered office, then to the president
or other principal officer at the last known office of said officer,
and file one copy for record in the office of the recorder of
the county in which the registered office of the corporation
in this State is situated, to be recorded by such recorder. The
recorder shall submit for payment to the Secretary of State,
on a quarterly basis, the amount of filing fees incurred.
(c)
Upon the issuance of the certificate of revocation, the authority
of the corporation to transact business in this State shall cease
and such revoked corporation shall not thereafter carry on any
business in this State.
(Source: P.A.
92- 33, eff. 7- 1- 01; 93- 59, eff. 7- 1- 03.)
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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 r | |
