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FOREIGN CORPORATION
PRIMER
All corporate entities exist "by the grace" of the
State. As such, shareholders must file an Articles of Incorporation
with the State of Illinois to receive their corporate status.
Foreign corporations are no exception. A foreign
corporation is any corporation not incorporated by the State of
Illinois. That would include corporations organized under the laws of
the various other States in the United States of America or of other
countries.
Corporations formed under the laws of other States
or Countries cannot do or transact business within the State of
Illinois until they register with the Secretary of State. Although a
foreign corporation may be valid in the State of incorporation, it is
not recognized as an official corporate entity in the State of Illinois
until it receives a Certificate of Authority from the State.
In addition, entities transacting or doing
business within theState of Illinois without a Certificate of Authority
may be subject to penalties and, even worse, may not receive the
benefits of limited liability or other corporate attributes which come
with a valid corporate entity.
Once a foreign corporation receives a Certificate
of Authority, like any Illinois Corporation, it is subject to the terms
of the Illinois Business Corporations Avt of 1983. Further, foreign
corporations may not transact in all types of business in Illinois.
They are prohibited from acting in certain fiduciary capacities. The
also are not allowed to transact business in the areas of banking,
insurance, surety, or buildings and loans.
In order to obtain a Certificate of Authority, a
corporation must file an application with the Secretary of State,
provide proof in the form of a certified copy of the foreign
corporation's Articles of Incorporation and any amendments thereto, and
pay a fee to the State. The State will also charge annual renewal fees
and franchise taxes and will require an annual report to be filed.
The process can take the Secretary of State
anywhere from one to five weeks depending upon their workload.
SERVICES
AND FEES
Services
Provided
Prepare and Submit
Application for Certificate of Authority
Record Certificate of Authority with County Recorder
Act as Foreign Corporate Agent for Service of Process
File annual report with State of Illinois
Initial Set-Up and Agent Services:*
Flat fee to advise on, prepare, and/or submit
application for Certificate of Authority to State of Illinois and
record Certificate with County Recorder: $350 (plus costs)
The fixed attorney fee does not
include any filing costs, certified copy costs, express mail costs, or
clerking costs, nor does it include annual report fees or document fees
for subsequent years.
Costs vary depending upon the capitalization of
the corporation but generally range from $175 to $250 for a small
corporation and usually include obtaining certified copies of corporate
charters, amendments and certificates of good standing from the
corporation's state of origin.
"State Expedited" (same or next day
service) is available for about an additional $225.
Corporate Agent for Subsequent Years
We will act as registered agent and maintain a
registered office in Illinois for your corporation for an annual charge
of $225 (plus costs**)
**costs refers to the annual francise fees
payable to the State of Illinois which vary depending upon the size of
the corporation but generally range from $175 to $250 for a small
corporation
HOW
TO GET STARTED
The
first step to doing business within Illinois is to contact us. We can
discuss the various issues involved in the process of obtaining a
certificate of authority to transact business within the state.
To get this process started, please feel free to contact
Richard Magnone or one of our other attorneys at 773-399-1122 or via
email by clicking
here.
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