2023 Illinois Compiled Statutes › Chapter 805 - BUSINESS ORGANIZATIONS › 805 ILCS 105/ - General Not For Profit Corporation Act of 1986. › Article 13 - Foreign Corporations

(805 ILCS 105/Art. 13 heading)
ARTICLE 13.  
		FOREIGN CORPORATIONS
(805 ILCS 105/113.05) (from Ch. 32, par. 113.05)
Sec. 113.05. 
		Admission of foreign corporation. 
		A
foreign corporation organized not for profit, before it
conducts any affairs in this State, shall procure authority so to do from the
Secretary of
State.  A foreign corporation organized not for profit, upon
complying with the provisions of this Act, may secure from
the Secretary of State the authority to conduct
affairs in 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. 92-33, eff. 7-1-01.)
(805 ILCS 105/113.10) (from Ch. 32, par. 113.10)
Sec. 113.10. 
		Powers of foreign corporation. 
		No foreign
corporation shall conduct in this State any affairs which a
corporation organized under the laws of this State is not
permitted to conduct.  A foreign corporation which shall
have received authority to conduct affairs 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 113.05 of this Act
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.)
(805 ILCS 105/113.15) (from Ch. 32, par. 113.15)
Sec. 113.15. 
		Application for authority.
(a) A foreign corporation, in order to procure authority to conduct affairs
in this State,
shall execute and file in duplicate an application therefor,
in accordance with Section 101.10 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 104.05 of this Act together with the State or country under the laws of which it is organized;
(2) The date of its incorporation and the period of     its duration;
(3) The address, including street and number, if any,     of its principal office;
(4) The address, including street and number, or     rural route number, of its proposed registered office in this State, and the name of its proposed registered agent in this State at such address;
(5) (Blank);
(6) The purpose or purposes for which it was     organized which it proposes to pursue in the conduct of affairs in this State;
(7) The names and respective addresses, including     street and number, or rural route number, of its directors and officers;
(8) With respect to any foreign corporation a purpose     of which is to function as a club, as defined in Section 1-3.24 of "The Liquor Control Act of 1934," as now or hereafter amended, a statement that it will comply with the State and local laws and ordinances relating to alcoholic liquors; and
(9) Such additional information as may be necessary     or appropriate in order to enable the Secretary of State to determine whether such corporation is entitled to be granted authority to conduct affairs in this State.
(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.)
(805 ILCS 105/113.20) (from Ch. 32, par. 113.20)
Sec. 113.20. Effect of authority. Upon
the filing of the application for
authority by the Secretary
of State, the corporation shall have the right to conduct
affairs in this State for those purposes set forth in its
application, subject, however, to the right of this State to
revoke such right to conduct affairs in this State as
provided in this Act.
(Source: P.A. 96-66, eff. 1-1-10.)
(805 ILCS 105/113.25) (from Ch. 32, par. 113.25)
Sec. 113.25. 
		Change of name by foreign corporation. 
		Whenever a foreign corporation which is admitted to conduct
affairs in this State shall change its name to one under
which authority to conduct affairs in this
State would not be granted to it on application therefor,
the authority of such corporation to conduct affairs in this
State shall be suspended and it shall not thereafter conduct
any affairs 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 104.15 of this Act.
(Source: P.A. 92-33, eff. 7-1-01.)
(805 ILCS 105/113.30) (from Ch. 32, par. 113.30)
Sec. 113.30. 
		
		Amendment to articles of incorporation of
foreign corporation.  Each foreign corporation authorized to
conduct affairs 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 conducting affairs in
this State, nor authorize such corporation to conduct
affairs 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.)
(805 ILCS 105/113.35) (from Ch. 32, par. 113.35)
Sec. 113.35. 
		
		Merger of foreign corporation authorized to
conduct affairs in this state.  Whenever a foreign
corporation authorized to conduct affairs 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 conduct
affairs 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 pursue in this State.
(Source: P.A. 92-33, eff. 7-1-01.)
(805 ILCS 105/113.40) (from Ch. 32, par. 113.40)
Sec. 113.40. 
		Amended authority. 
		A
foreign corporation authorized to conduct affairs 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 to the Secretary of State.
The application shall set forth:
(1) The name of the corporation, with any additions     required in order to comply with Section 104.05 of this Act, together with the state or country under the laws of which it is organized.
(2) The change to be effected.
(Source: P.A. 92-33, eff. 7-1-01; 93-59, eff. 7-1-03.)
(805 ILCS 105/113.45) (from Ch. 32, par. 113.45)
Sec. 113.45. 
		Withdrawal of foreign corporation. 
		A
foreign corporation authorized to conduct affairs 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, such foreign
corporation shall either:
(a) Execute and file in duplicate, in accordance with
Section 101.10 of this Act, an application for withdrawal
and a final report which shall set forth:
(1) That it surrenders its authority to conduct     affairs in this State;
(2) That it revokes the authority of its 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 conduct affairs in this State may thereafter be made on such corporation by service thereof on the Secretary of State;
(3) A post office address to which may be mailed a     copy of any process against the corporation that may be served on the Secretary of State;
(4) The name of the corporation and the state or     country under the laws of which it is organized; and
(5) Such additional information as may be necessary     or appropriate in order to enable the Secretary of State to determine and assess any unpaid fees payable by such foreign corporation as in this Act prescribed; or
(b) If it has been dissolved, file a copy of the articles
of dissolution duly authenticated by the proper officer of
the state or country under the laws of which such
corporation was organized.
(c) The application for withdrawal and the final report
shall be made on forms prescribed and furnished by the
Secretary of State.
(d) 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 a 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 conduct affairs in this
State shall cease.
(Source: P.A. 92-33, eff. 7-1-01.)
(805 ILCS 105/113.50) (from Ch. 32, par. 113.50)
Sec. 113.50. Grounds for revocation of
authority.
(a) The authority of a foreign
corporation to conduct affairs in this State may be revoked
by the Secretary of State:
(1) 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;
(2) If the authority of the corporation was procured     through fraud practiced upon the State;
(3) If the corporation has continued to exceed or     abuse the authority conferred upon it by this Act;
(4) 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;
(5) Upon the failure of the corporation to appoint     and maintain a registered agent in this State;
(6) Upon the failure of the corporation to file any     report after the period prescribed by this Act for the filing of such report;
(7) Upon the failure of the corporation to pay any     fees or charges prescribed by this Act;
(8) For misrepresentation of any material matter in     any application, report, affidavit, or other document filed by such corporation pursuant to this Act;
(9) 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 conduct affairs within this State under its assumed name in accordance with the provisions of Section 104.05 of this Act;
(10) Upon notification from the local liquor     commissioner, pursuant to Section 4-4(3) of the Liquor Control Act of 1934, that a foreign corporation functioning as a club in this State has violated that Act by selling or offering for sale at retail alcoholic liquors without a retailer's license; or
(11) When, in an action by the Attorney General,     under the provisions of the Consumer Fraud and Deceptive Business Practices Act, the Solicitation for Charity Act, or the Charitable Trust Act, a court has found that the corporation substantially and willfully violated any of such Acts.
(b) The enumeration of grounds for revocation in paragraphs
(1) through
(11) of subsection (a) shall not preclude any action by
the Attorney General
which is authorized by any other statute of the State of Illinois or the common
law.
(Source: P.A. 99-642, eff. 7-28-16.)
(805 ILCS 105/113.55) (from Ch. 32, par. 113.55)
Sec. 113.55. Procedure for revocation of
authority.
(a) After the Secretary of State determines
that one or more grounds exist under Section 113.50 of this
Act 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 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.
The Secretary of State shall file the original of the
 certificate in his or her office and 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.
(c) Upon the issuance of the certificate of revocation, the
authority of the corporation to conduct affairs in this
State shall cease and such revoked corporation shall not
thereafter conduct any affairs in this State.
(Source: P.A. 96-66, eff. 1-1-10; 96-1121, eff. 1-1-11.)
(805 ILCS 105/113.60) (from Ch. 32, par. 113.60)
Sec. 113.60. Reinstatement following revocation.
(a) A
foreign corporation revoked under Section 113.55 of this Act
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; and
(3) The payment to the Secretary of State by the     corporation of all fees and penalties then due and theretofore becoming due.
(b) The application for reinstatement shall be executed and
filed in duplicate in accordance with Section 101.10 of this
Act and shall set forth:
(1) The name of the corporation at the time of the     issuance of the certificate of revocation;
(2) If such name is not available for use as     determined by the Secretary of State at the time of filing the application for reinstatement, the name of the corporation as changed, or the assumed corporate name which the corporation elects to adopt for use in this State in accordance with Section 104.05; provided, however, that any change of name is properly effected pursuant to Sections 113.30 and Section 113.40 of this Act, and any adoption of assumed corporate name is properly effected pursuant to Section 104.15 of this Act;
(3) The date of the issuance of the certificate of     revocation; and
(4) The address, including street and number, or     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 105.10 of this Act.
(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 conduct affairs 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 members,
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.)
(805 ILCS 105/113.65) (from Ch. 32, par. 113.65)
Sec. 113.65. 
		
		Application to corporations heretofore
qualified to conduct affairs in this state.  Foreign
corporations which have been duly authorized to conduct
affairs in this State at the time this Act takes effect, for
a purpose or purposes for which a corporation might secure
such authority under this Act, shall, subject to the
limitations set forth in their respective applications for
authority, be entitled to all the rights and privileges
applicable to foreign corporations procuring authority to
conduct affairs in this State under this Act, and from the
time this Act takes effect such corporation shall be subject
to all the limitations, restrictions, liabilities, and
duties prescribed herein for foreign corporations procuring
under this Act authority to conduct affairs in this State.
(Source: P.A. 92-33, eff. 7-1-01.)
(805 ILCS 105/113.70) (from Ch. 32, par. 113.70)
Sec. 113.70. Conducting affairs without
authority.   No foreign corporation conducting affairs in
this state without authority to do so is permitted
to maintain a civil action in any court of this State, until
such corporation obtains such authority.  Nor
shall a civil action be maintained in any court of this
State by any successor or assignee of such corporation on
any right, claim or demand arising out of conducting affairs
by such corporation in this State, until
authority to conduct affairs in this State is obtained by such corporation
or by a
corporation which has acquired all or substantially all of
its assets.  The failure of a foreign corporation to obtain
 authority to conduct affairs in this State
does not impair the validity of any contract or act of such
corporation, and does not prevent such corporation from
defending any action in any court of this State.
(Source: P.A. 96-66, eff. 1-1-10.)