What Is a Foreign Filing Entity in Illinois?
A foreign entity in Illinois is any business organization formed under the laws of a jurisdiction other than the State of Illinois. Under 805 ILCS 5/1.80, a foreign corporation means “a corporation for profit organized under laws other than the laws of this State.” Parallel definitions apply to foreign limited liability companies, foreign limited partnerships, foreign limited liability partnerships, and foreign nonprofit corporations under their respective Illinois statutes. The term encompasses entities organized in any other U.S. state, any U.S. territory, the District of Columbia, and any foreign country. Illinois does not use an alternative label such as “out-of-state entity”; the statutory term across all applicable acts is “foreign.”
Illinois requires each of these foreign entity types to register with the Secretary of State before transacting business in the state. Once registered, the foreign entity must continuously maintain both a registered agent and a registered office in Illinois for the entire duration of its registration. This dual obligation applies identically whether the entity is a corporation, an LLC, a limited partnership, an LLP, or a nonprofit corporation.
Which Out-of-State Entities Are Required to Register in Illinois?
Every foreign entity that intends to transact business in Illinois must first obtain authority or admission from the Illinois Secretary of State. Illinois does not consolidate all entity types under a single registration statute; instead, each organizational form registers under its own act. Foreign for-profit corporations register under the Business Corporation Act of 1983 (805 ILCS 5/13.05), foreign LLCs under the Limited Liability Company Act (805 ILCS 180/45-5), foreign limited partnerships under the Uniform Limited Partnership Act of 2001, foreign LLPs under the Uniform Partnership Act, and foreign nonprofit corporations under the General Not For Profit Corporation Act. Each act carries its own registration form, fee, and procedural requirements, but every one mandates that the entity designate an Illinois registered agent before it may lawfully conduct affairs in the state.
The following foreign entity types must register with the Illinois Secretary of State before transacting business or conducting affairs in Illinois:
- Foreign for-profit corporations (including close corporations and professional service corporations)
- Foreign limited liability companies (including series LLCs)
- Foreign limited partnerships
- Foreign limited liability limited partnerships
- Foreign limited liability partnerships
- Foreign nonprofit corporations
- Foreign professional service corporations (subject to additional licensing and ownership requirements under the Professional Service Corporation Act)
Note: A foreign professional service corporation must demonstrate compliance with the act regulating its professional service and meet ownership and control requirements before the Secretary of State will grant authority. Professionals must be licensed in either the state of domicile or Illinois.
What constitutes “transacting business” in Illinois?
Each governing act lists activities that do not constitute transacting business, leaving the affirmative determination to the entity itself. Under 805 ILCS 5/13.75, the Business Corporation Act identifies several excluded activities for foreign corporations, and the LLC Act contains a similar but not identical list for foreign LLCs. The Secretary of State does not make individual determinations about whether a particular entity’s activities cross the registration threshold; each entity must evaluate its own circumstances, with assistance from legal counsel as needed.
Activities that the statute excludes from the definition of transacting business for foreign corporations include:
- Maintaining, defending, or settling any proceeding
- Holding board or shareholder meetings or conducting other internal corporate affairs
- Maintaining bank accounts
- Maintaining offices or agencies for the transfer, exchange, and registration of the entity’s own securities
- Selling through independent contractors
- Soliciting or obtaining orders that require acceptance outside Illinois before they become contracts
- Owning real or personal property without additional activity
- Conducting an isolated transaction completed within 120 days that is not part of repeated similar transactions
- Having a corporate officer or director who is an Illinois resident
The LLC Act omits several of these specific exclusions and instead addresses the consequences of transacting business without admission, which include a penalty of $2,000 plus $100 for each month or fraction of a month of unregistered activity, as set out in 805 ILCS 180/45-45.
Registered Agent Requirements for Foreign Entities Under Illinois Law
The registered agent requirements for foreign entities authorized to transact business in Illinois are the same requirements that apply to domestic entities. Under 805 ILCS 5/5.05, each foreign corporation — and by parallel provisions in each companion act, each foreign LLC, foreign LP, foreign LLP, and foreign nonprofit corporation — must have and continuously maintain a registered agent and a registered office in the state. The agent must be available at the registered office address to accept service of process and official correspondence during normal business hours throughout the period of registration.
Two categories of persons may serve as a registered agent for a foreign entity in Illinois:
Option A — An Individual: The individual must be a resident of Illinois whose business office is identical to the entity’s registered office. The individual must consent to the appointment before the registration application is filed.
Option B — An Organization: A domestic corporation, a foreign corporation authorized to transact business in Illinois, a domestic or foreign LLC authorized in Illinois, a domestic or foreign limited partnership authorized in Illinois, or a domestic or foreign LLP authorized in Illinois may serve as registered agent, provided its business office is identical with the entity’s registered office and it is authorized by its articles of incorporation or organizational documents to act as a registered agent. The foreign entity seeking registration cannot serve as its own registered agent.
The registered office need not be the entity’s place of business, but it must satisfy the address requirements below. The registered agent’s business address must be identical to the registered office address on file with the Secretary of State.
| Requirement | Rule |
| Address type | Physical street address in Illinois (street and number or rural route number) |
| P.O. Box | Not acceptable as the sole registered office address |
| Mailbox or telephone answering service | Does not qualify as a registered office |
| Availability | Must be staffed during normal business hours to accept service of process |
| State location | Must be physically located within Illinois |
| Match requirement | Registered agent’s business office must be identical to the registered office address |
How to Designate a Registered Agent When Registering a Foreign Entity in Illinois
A registered agent is designated as part of the registration application filed with the Illinois Secretary of State. Every foreign entity registration form — whether for a corporation, LLC, limited partnership, LLP, or nonprofit corporation — includes a section requiring the name and Illinois street address of the proposed registered agent. The agent designation is not a standalone filing; it is embedded in the registration form itself.
- Select an eligible registered agent — either an individual who is an Illinois resident or an authorized organization with a business office in Illinois. The foreign entity itself cannot serve as its own agent.
- Obtain the agent’s written consent before filing the registration application.
- Complete the registered agent section of the applicable registration form, entering the agent’s full legal name and the street address of the registered office in Illinois (a P.O. Box is not acceptable).
- File the completed registration application in duplicate with the Illinois Secretary of State. Forms may be submitted by mail to the Department of Business Services, 501 S. Second St., Room 351, Springfield, IL 62756, or delivered in person at the Springfield or Chicago office (115 S. LaSalle St., Suite 300, Chicago, IL 60603). Certain entity types permit online filing through the Secretary of State’s Business Services portal for specific transactions.
- Pay the applicable filing fee. Make checks payable to the Illinois Secretary of State. Cash is not accepted. Credit cards (Visa, MasterCard, Discover, American Express) are accepted for online and certain in-person transactions.
Note: A foreign LLC that has been transacting business in Illinois without first obtaining admission faces a late penalty of $2,000 plus $100 for each month or partial month of noncompliance, recoverable by the Attorney General under 805 ILCS 180/45-45.
Registration Forms by Entity Type for Foreign Entities
Each type of foreign entity uses a distinct registration form and pays a specific filing fee with the Illinois Secretary of State. Forms are available in fillable PDF format on the Secretary of State’s publications and forms pages and must generally be submitted in duplicate.
| Entity Type | Form | Filing Fee |
| Foreign for-profit corporation | BCA 13.15 — Application for Authority to Transact Business in Illinois | $150 |
| Foreign professional service corporation | BCA 13.15 (same form; must also demonstrate professional licensing compliance) | $150 |
| Foreign limited liability company | LLC 45.5 — Application for Admission to Transact Business | $150 |
| Foreign series LLC | LLC 45.5(S) — Application for Admission to Transact Business (Series) | $400 |
| Foreign limited partnership (including LLLP) | LP 902 — Application for Certificate of Authority | $150 |
| Foreign limited liability partnership | UPA 1102 — Statement of Foreign Qualification | $500 |
| Foreign nonprofit corporation | NFP 113.15 — Application for Authority to Conduct Affairs in Illinois | $50 |
Expedited processing is available for in-person filings at the Springfield or Chicago offices. Expedited fees vary by entity type — typically $100 additional for corporations, LLCs, and LPs, and $100 additional for LLPs. Expedited service is not available by mail.
Foreign corporations must accompany the application with a current certified copy of their articles of incorporation, as amended, from the state of organization. Foreign LLCs must submit a certificate of good standing (or certificate of existence) from the jurisdiction of organization. Foreign limited partnerships must submit a certificate of existence or similar documentation. These documentary requirements are specified on each form’s instructions.
What Happens If a Foreign Entity Fails to Maintain a Registered Agent in Illinois?
The Secretary of State may revoke a foreign entity’s authority to transact business in Illinois when it fails to appoint and maintain a registered agent. For foreign corporations, the grounds for revocation are set out in 805 ILCS 5/13.50, and the revocation procedure appears in 805 ILCS 5/13.55. Parallel provisions apply to foreign LLCs, foreign LPs, foreign LLPs, and foreign nonprofit corporations under their respective statutes. The consequences of revocation are identical in practical effect regardless of entity type: the entity loses its legal authority to conduct business in the state and faces additional legal exposure.
The revocation process for a foreign corporation follows these steps:
- The Secretary of State determines that one or more grounds for revocation exist — such as failure to maintain a registered agent, failure to file a required report, or failure to pay fees or franchise taxes.
- The Secretary of State mails a Notice of Delinquency to the entity at its registered office, or if none is on file, to the principal officer at the last known address.
- The entity has 90 days from the date of the notice to cure the default. (For certain defaults under subsections (a), (b), and (l) of Section 13.50, the cure period is 30 days.)
- If the entity fails to cure within the applicable period, the Secretary of State issues a certificate of revocation, and the entity’s authority to transact business in Illinois ceases.
| Consequence | Statutory Authority |
| Loss of authority to transact business in Illinois | 805 ILCS 5/13.55(с) |
| Secretary of State becomes substitute agent for service of process | 805 ILCS 5/5.25(b) |
| Inability to maintain a civil action in Illinois courts (LLCs) | 805 ILCS 180/45-45(a) |
| Liability for all fees and penalties that would have been due | 805 ILCS 5/13.60; 805 ILCS 180/45-45(d) |
| Potential enforcement action by the Attorney General | 805 ILCS 180/45-45(d) |
A revoked foreign corporation may apply for reinstatement by filing BCA 12.45/13.60 — Application for Reinstatement, paying a $200 filing fee, filing all delinquent annual reports, and paying all outstanding fees, franchise taxes, and penalties. Upon reinstatement under 805 ILCS 5/13.60, the entity’s authority is deemed to have continued without interruption from the date of revocation. A revoked foreign LLC files LLC 35.40/45.65 — Application for Reinstatement with the same $200 fee.
How to Change a Registered Agent for a Foreign Entity Registered in Illinois
A foreign entity registered in Illinois may change its registered agent at any time by filing the appropriate change-of-agent form with the Secretary of State. The same form and fee apply to both domestic and foreign entities of the same type. For corporations (both for-profit and nonprofit), the governing statute is 805 ILCS 5/5.10; for LLCs, the statute is 805 ILCS 180/1-36. Each entity type uses a form specific to its governing act, but the procedural steps are substantially the same.
- Obtain the new registered agent’s written consent before filing.
- Complete the applicable change-of-agent form: BCA 5.10/5.20 for corporations, LLC 1.36/1.37 for LLCs, LP 115 for limited partnerships, or NFP 105.10/105.20 for nonprofit corporations. Enter the entity’s legal name, the new agent’s name, and the new registered office street address.
- File the form with the Secretary of State. Both corporations and LLCs may submit the change-of-agent form online through the Secretary of State’s electronic filing system — the Corporation agent change portal or the LLC agent change portal. Mail and in-person filing are also accepted.
- Pay the filing fee: $25 for for-profit corporations and LLCs; $5 for nonprofit corporations.
The change becomes effective upon filing by the Secretary of State unless a later effective date is specified. Routine processing for online submissions takes approximately 10 business days; expedited service (24-hour turnaround, excluding weekends and holidays) costs an additional $50 and is available online or in person.
Agent-initiated resignation. A registered agent may resign at any time by filing a written notice with the Secretary of State. For corporations, the form is BCA 5.15 — Notice of Resignation of Registered Agent, with a $5 filing fee. The agent must mail a copy of the notice to the entity at its principal office at least 10 days before filing with the Secretary of State. The resignation takes effect no earlier than 30 days after the date of filing. For LLCs, the equivalent form is LLC 1.35 — Resignation of Registered Agent, also at a $5 filing fee. Once the resignation takes effect, the entity must appoint a replacement agent; failure to do so exposes the entity to revocation proceedings.
Withdrawal and Termination of Foreign Entity Registration in Illinois
A foreign entity that has ceased transacting business in Illinois — or that has dissolved, merged, or converted in its home jurisdiction — must file the appropriate withdrawal or termination form with the Secretary of State. These obligations apply equally to all registered foreign entity types. Failing to formally withdraw leaves the entity subject to continued annual report obligations, fees, and franchise taxes.
Voluntary Withdrawal (entity still exists in its home jurisdiction): A foreign corporation files BCA 13.45 — Application for Withdrawal and Final Report with a $25 filing fee. The application must state that no proportion of the corporation’s issued shares is represented by business transacted or property located in Illinois, that it surrenders its authority, and that it revokes the authority of its registered agent and consents to service of process on the Secretary of State for any cause of action arising during the period of registration. The Secretary of State may require disclosure of outstanding franchise taxes and fees before accepting the withdrawal. A foreign LLC files LLC 45.40 — Application for Withdrawal Foreign with a $5 filing fee. A foreign nonprofit corporation files NFP 113.45 — Application for Certificate of Withdrawal and Final Report.
Termination of Registration (entity dissolved or merged in its home jurisdiction): A foreign corporation that has dissolved in its home jurisdiction may file a copy of its authenticated articles of dissolution rather than a standard withdrawal application, under 805 ILCS 5/13.45(b). A foreign corporation that was the non-surviving entity in a merger with an entity not authorized in Illinois may file authenticated articles of merger under 805 ILCS 5/13.45(с). A foreign limited partnership that has terminated in its home jurisdiction files LP 907 — Cancellation of Certificate of Authority.
Withdrawal of Foreign LLP Registration: A foreign LLP withdraws its registration by filing UPA 1001(e)/1102(f) — Statement of Withdrawal of Limited Liability Partnership Status with a $100 filing fee.
| Entity Type | Withdrawal/Termination Form | Filing Fee |
| Foreign for-profit corporation | BCA 13.45 — Application for Withdrawal and Final Report | $25 |
| Foreign LLC | LLC 45.40 — Application for Withdrawal Foreign | $5 |
| Foreign nonprofit corporation | NFP 113.45 — Application for Certificate of Withdrawal and Final Report | — |
| Foreign limited partnership | LP 907 — Cancellation of Certificate of Authority | — |
| Foreign LLP | UPA 1001(e)/1102(f) — Statement of Withdrawal | $100 |
Note: Upon withdrawal, the foreign entity consents to service of process on the Secretary of State for any suit or proceeding based on a cause of action arising during the period when it was authorized to transact business in Illinois.
Frequently Asked Questions: Foreign Entities and Registered Agents in Illinois
Does a foreign entity need a separate registered agent for Illinois, even if it already has one in its home state?
Yes. Illinois requires every registered foreign entity to maintain a registered agent who independently satisfies Illinois eligibility rules. The agent must be an individual who resides in Illinois and maintains a business office at the registered office address, or an entity authorized to transact business in Illinois with an office at that address. An agent serving in the entity’s home state does not satisfy the Illinois requirement unless that same person or organization also meets Illinois’s criteria. This rule applies equally to foreign corporations, LLCs, LPs, LLPs, and nonprofit corporations under 805 ILCS 5/5.05 and the parallel provisions of each companion act.
What is the difference between a Certificate of Authority and a Certificate of Registration?
Illinois uses the term Application for Authority for foreign for-profit corporations (BCA 13.15) and foreign nonprofit corporations (NFP 113.15), and the term Application for Admission for foreign LLCs (LLC 45.5). Foreign limited partnerships apply for a Certificate of Authority (LP 902), while foreign LLPs file a Statement of Foreign Qualification (UPA 1102). Despite the different names, each document serves the same function: it grants the foreign entity legal authority to transact business or conduct affairs in Illinois. The terminology reflects the separate statutory acts governing each entity type rather than any substantive difference in legal effect.
Can a foreign entity use a P.O. Box as its Illinois registered office address?
No. The registered office must be a physical street address within Illinois, including a street and number or rural route number, where service of process can be personally delivered during normal business hours. A P.O. Box does not satisfy this requirement. A mailbox-only service or telephone answering service likewise does not qualify. This address rule applies to all foreign entity types. The Corporation agent change page confirms that “the Registered Office must be located at a street address (a P.O. Box alone is not acceptable) within the State of Illinois.”
What happens if we close our Illinois office but our registered entity is still active?
Closing a physical office in Illinois does not automatically cancel or withdraw a foreign entity’s registration. As long as the entity remains registered with the Secretary of State, it must continue to maintain a registered agent and registered office in the state. If the entity has permanently ceased transacting business in Illinois, it should file the appropriate withdrawal form — such as BCA 13.45 for corporations or LLC 45.40 for LLCs — to formally end its registration. Failure to maintain a registered agent while remaining registered exposes the entity to revocation proceedings and continued fee obligations.
Does registering a foreign entity in Illinois create a new legal entity?
No. Registration grants the existing foreign entity legal authority to transact business in Illinois, but it does not create a separate legal entity. The entity remains organized and governed under the laws of its home jurisdiction. Registration affects only its authority to operate within Illinois and its obligations to the state, such as maintaining a registered agent, filing annual reports, and paying applicable fees and franchise taxes. This principle holds whether the entity is a corporation, LLC, limited partnership, LLP, or nonprofit corporation.
Is a foreign entity required to file annual reports with the Illinois Secretary of State?
Yes. Foreign for-profit corporations file BCA 14.05 FOR — Foreign Corporation Annual Report with a $75 fee. The report is due before the first day of the entity’s anniversary month — the month in which the Secretary of State originally filed its application for authority. Foreign LLCs file LLC 50.1 — Limited Liability Company Annual Report, also $75, on the same anniversary-month schedule. Foreign nonprofit corporations file NFP 114.05. Foreign limited partnerships file LP 210. Each annual report includes the entity’s current registered agent and registered office information, and failure to file is a ground for revocation.
If my foreign entity’s registered agent in Illinois resigns, how long do I have to appoint a new one?
Once a registered agent files a notice of resignation, the resignation takes effect no earlier than 30 days after the date of filing with the Secretary of State under 805 ILCS 5/5.15. The entity should appoint a replacement agent and file the change-of-agent form within that 30-day window. If the entity fails to maintain a registered agent after the resignation takes effect, the Secretary of State may initiate revocation proceedings. For corporations, the entity then has 90 days from the date of the Notice of Delinquency to cure the deficiency before the Secretary of State may issue a certificate of revocation.
Do I need a certificate of good standing from my home state to register in Illinois?
It depends on the entity type. A foreign LLC must submit a certificate of good standing (or certificate of existence) from its jurisdiction of organization with its LLC 45.5 application, as stated on the How Do I? page. A foreign for-profit corporation must submit a certified copy of its articles of incorporation and any amendments from the state of organization. A foreign nonprofit corporation similarly must provide certified copies of its articles. The specific documentary requirements are stated on each form’s instructions and on the Secretary of State’s filing guidance pages.
What is the filing fee to register a foreign LLC in Illinois?
The filing fee to register a foreign LLC in Illinois is $150, paid when submitting LLC 45.5 — Application for Admission to Transact Business to the Secretary of State. Expedited in-person processing is available for an additional $100. A foreign series LLC pays $400 using Form LLC 45.5(S). Payment must be by certified check, cashier’s check, attorney’s check, CPA’s check, or money order for mail-in filings; credit cards are accepted for online transactions. For filing fees applicable to other foreign entity types — such as corporations ($150), limited partnerships ($150), LLPs ($500), and nonprofit corporations ($50) — see the registration forms table above or the Secretary of State’s LLC publications and forms page.