Foreign Corporate Registered Agent Service

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 that "transact business" within the State of Illinois must register with the Secretary of State. Although a foreign corporation may be valid in the State of incorporation, it is not authorized to transact business within the State of Illinois until it files for and receives a Certificate of Authority from the State.

In addition, entities transacting or doing business within the State of Illinois without a Certificate of Authority may be subject to penalties and, even worse, may not be entitled to avail themselves of the courts in Illinois, or 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 four weeks depending upon their workload.

Services and Fees

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: $390 (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 $260 (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. We are generally willing to have a short (5 to 15 minutes) initial discussion over the telephone to determine if we can assist in your situation and to determine if we might be an appropriate match to work with you.  Face to face Initial consultations are by appointment only and a consultation fee is generally charged.  To get this process started, please feel free to contact Richard Magnone via email or by phone at 773-399-1122.