In the United States, just because you are registered to do business in one state does not mean that you can legally do business in another state.  If you want to transact any serious business in a state other than the state in which your Corporation is registered, most likely you will have to register with the state in which you want to do business before you can legally conduct business there. 

For example, a Corporation that is registered in California wants to do business in Illinois.  The California Corporation is a "Domestic" Corporation in California and will be a "Foreign" Corporation in Illinois.

The California Foreign Corporation needs to register with the Illinois Secretary of State as an Illinois Foreign Corporation.

The use of the term Foreign in this case refers specifically to individual US states.  The US government, including the IRS, considers a Foreign Corporation to be a Corporation that is registered outside of the United States.

You want to do business in the state of Illinois but are registered as a "Domestic Corporation" in another state.  In order to legally conduct business in the state of Illinois you must register with the Illinois Secretary of State as a Foreign Corporation.  The process of registering as a Foreign Corporation in Illinois is called Illinois Corporation Foreign Qualification.

The process of Illinois Corporation Foreign Qualification is similar to the process of forming a Domestic Corporation in Illinois.  Your original Domestic Corporation formation documents (usually called Articles of Incorporation) and By Laws apply to your Illinois Foreign Corporation.  The Officers and Directors of your Domestic Corporation have the same roles in the Illinois Foreign Corporation.  Specific requirements to qualify as a Foreign Corporation in Illinois are explained below. 

Once you have made the decision to Qualify as a Foreign Corporation in Illinois, an Illinois lawyer can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like All Business Documents to perform these services.

The short answer is no.  The state of Illinois does not legally require a lawyer to form an Illinois Foreign Corporation.

Our detailed Foreign Corporation Information page may help you understand some of the implications of forming an Illinois Foreign Corporation.  However, if there is anything about forming a Foreign Corporation in Illinois that you're not sure about you should seek the advice of a competent Illinois lawyer, an Illinois accountant, or both before you form a Foreign Corporation in Illinois.

Once you have made the decision to form a Foreign Corporation in Illinois, an Illinois lawyer can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like All Business Documents to perform these services and save money that you can use in your new Illinois Foreign Corporation.

You are not legally required to reserve a Company Name for a new Illinois Foreign Corporation before you submit your application to Form a Foreign Corporation in Illinois.

The Foreign Corporation name that you have registered in your home state may or may not be available in Illinois.  In that case you need a different name your Illinois Foreign Corporation.  Whether or not you need to reserve a company name for your new Illinois Foreign Corporation depends entirely on your business situation.  The Illinois Secretary of State uses names on a first come first served basis.  So if you think that someone may snatch the Company Name that you have in mind, you may want to reserve that Illinois Foreign Corporation Name.

If the Name you have chosen for your new Illinois Foreign Corporation is already in use by a currently active Illinois Foreign Corporation or LLC then you will have to register a DBA Name with the county recorder in each Illinois county in which you want to do business. "DBA" is an abbreviation for "Doing Business As."

We verify that the Name you have chose for your new Illinois Foreign Corporation is available before we submit your Foreign Corporation filing to the Illinois Secretary of State. 

1. Prove that you are registered in a state other than Illinois as a Domestic Corporation
   
   In order to register as a Foreign Corporation in the state of Illinois, you must first prove that you are registered in another state as a Domestic Corporation.  The state of Illinois requires a certified copy of the formation documents from the home state of the Domestic Corporation.  These documents are usually called Articles of Incorporation.  If the formation documents have been amended then the Illinois Secretary of State also requires certified copy of all amendments.

   We can get Certified Copies of your formation documents, as well as any other documents which have been filed, in any state.
2. Choose a name for your Illinois Foreign Corporation
   
   You can use the same name in Illinois that you use in your home state, however, if the name of your Domestic Corporation is not available you need to choose another name.  Your Illinois Foreign Corporation name can identify the type of products and services your business will provide; or it may be the name of the founder; or it can be a combination of the two or something else.
   
   In any case, the Illinois Foreign Corporation name that you choose must be distinguishable from the name of any other registered Illinois Corporation or other business entity and the name must also be different from any reserved names on record with the state of Illinois.  Your Illinois Foreign Corporation name must not imply that it was formed for a purpose other than that stated in the Your Illinois Foreign Corporation name must not be a name that is likely to mislead the public.
   
   The name of an Illinois Foreign Corporation must include the word "Foreign Corporation" or "Incorporated" or an abbreviation of one of these words.
   
   It's important to choose a good name for your Illinois Foreign Corporation because if you want to change it after you qualify you will have to file amended documents with the Illinois Secretary of State (and pay a fee).
   We will check to make sure that your requested Illinois Foreign Corporation name is available and conforms to all state of Illinois Foreign Corporation naming regulations.
3. Select an official address and a Registered Agent for your Illinois Foreign Corporation
   
   Every Illinois Foreign Corporation must have an address that is physically located in the state of Illinois.  This address is "registered" with the Illinois Secretary of State.  The Registered Address cannot be a PO Box and is where official and legal correspondence can be delivered.
   
   The individual or company that is registered with the state of Illinois to receive all correspondence on behalf of the Illinois Foreign Corporation is called a "Registered Agent".  You may act as your own Registered Agent, however, many Illinois Foreign Corporations hire a Registered Agent because they don't have a physical address within the state of Illinois or to provide a distinct level of privacy.
   We provide Registered Agent services in Illinois as well as in all other states.
4. File Registration Documents with the Illinois Secretary of State
   
   In order to Qualify as a Foreign Corporation in Illinois you must file Registration Documents with the Illinois Secretary of State.  In Illinois the registration documents are named "Application for Authority to Transact Business in Illinois".
   
   The registration documents must include certain specific information about your Illinois business.  If the Registration Documents do not conform exactly to state of Illinois requirements they will be rejected. 
   
   If you need to change any of the information on your registration documents after your Illinois Foreign Corporation has been approved, you may amend the registration documents for your Illinois Foreign Corporation but you will have to pay a fee to the state of Illinois in order to make the changes official.
   
   
5. Determine how you want your Illinois Foreign Corporation to be taxed
   
     You may choose that your Illinois Foreign Corporation to be taxed as a C Corporation or S Corporation. 
   
   A C Corporation is what you may think of as a traditional Corporation like General Electric or Ford.  C Corporations pay a Corporate income tax to the state if that state taxes Foreign Corporations. 
   
   You may choose to have your Illinois Foreign Corporation taxed as a S Corporation.  S Corporations "pass through" all corporate profits to the shareholders (owners) who then pay tax at their applicable personal rate.  S Corporations do not pay any Illinois Corporate Income Tax.
   
   Illinois Corporations pay 7.0% income tax and 2.5% property replacement tax.

   Illinois Corporations are also subject to a Franchise Tax.  The Franchise Tax is based on the share of a corporation’s paid-in capital in the state of Illinois.  The initial Illinois Corporation Franchise Tax is imposed at the beginning of the corporation’s first year doing business in the state.  The initial Illinois Corporation Franchise Tax rate is 0.15% of the share of paid-in capital in Illinois.  The minimum Illinois Corporation Franchise Tax is $25.00 and the maximum is $2 million.  After a corporation’s first year, the Illinois Corporation Franchise Tax is due annually at a rate of .10%.

   We can prepare the S Corporation election form for your Illinois Foreign Corporation and include it with your final Foreign Corporation documents package.

1. Obtain Business Licenses from the cities and counties in which you plan to do business
   
   Note that forming an Illinois Foreign Corporation does not take the place of obtaining a local business license, tax registration certificate, or other required business permits.  An Illinois Foreign Corporation merely creates an ownership structure that limits the owners' personal liability.  You may still need to take care of getting set up to do business with your local government.
   
   Depending on the nature of the business and the location of your Illinois Foreign Corporation within Illinois you may need to get one or more local business licenses or permits.  The business licenses or permits that are required for your Illinois Foreign Corporation vary depending on your business activities and the specific locations within the state of Illinois in which you want to conduct business.
   
   If your Illinois Foreign Corporation will be selling products in Illinois you may be required to obtain a Reseller's Permit from the appropriate Illinois state agency.  If your Illinois Foreign Corporation will be selling products in Illinois you will also be responsible for all applicable local and state of Illinois sales taxes if there are any.
   We have the expertise to find out exactly which state and local permits that you need for your specific business.
2. File the required reports for your Illinois Foreign Corporation
   
   We can file your Initial report as well as your Annual Report each year

   The Illinois Corporation Annual Report includes basic information about your Illinois Foreign Corporation including information on your Officers and Directors.
   
   Failure to submit a properly completed Illinois to the Illinois Secretary of State on or before the due date may subject the Illinois Foreign Corporation to being administratively dissolved in the state of Illinois or having its authority to transact business in the state of Illinois revoked by the Illinois Secretary of State.
   
   Penalties may accrue if you fail to file any Illinois Foreign Corporation to the Illinois Secretary of State by the due date.
3. Keep proper records of your Illinois Foreign Corporation on file
   
   Keep the following records on file and available at the principal business office of your Illinois Foreign Corporation:

   • Names and addresses of all Directors and Officers of the Illinois Foreign Corporation
   • Foreign Corporation formation documents and any Amendments to them
   • Corporate Bylaws and any Amendments to them
   • List of current shareholders of the Foreign Illinois Foreign Corporation.  If shareholders change, keep a record of old shareholders and how stock was transferred.
   • Minutes of all Meetings of Shareholders and Directors
   • Copies of any Corporate Resolutions which have been adopted by the Illinois Foreign Corporation
   • Copies of all tax returns and Annual Reports for the Illinois Foreign Corporation for the last 3 years
   
   
4. Pay your taxes to the state of Illinois
   
   Foreign Corporations that either do business in the state of Illinois or that derive income from sources within the state of Illinois are subject to Illinois and federal tax laws.  If you are engaged in intrastate business and derive income from other states besides Illinois, you must allocate the amount of income derived from the state of Illinois in order to determine your Illinois state taxes.

Remember - ALL the information that you provide when you Form a Foreign Corporation in Illinois becomes part of the public record.  Our data entry forms include the absolute minimum amount of information that is required in order to Form a new Foreign Corporation in Illinois.

Processing times for new Illinois Foreign Corporation applications vary depending on the work load of the Secretary of State's staff.  We've found that normal processing of new Illinois Foreign Corporation applications takes the state around 4 weeks.  Add 2-3 days for the time period for shipping the final documents by mail.  Choosing our Express Mail option can shave a couple of days off the total processing time for your new Illinois Foreign Corporation.
The Illinois Secretary of State reserves the right to extend expedite periods in time of extreme volume, staff shortage or equipment malfunction.  We are dependent on, and have no control over, the staff and systems of the Illinois Secretary of State.

In our experience 4 weeks is the time it usually takes the Illinois Secretary of State to process a new Illinois Foreign Corporation application. We get your Illinois Foreign Corporation application to the IL Secretary of State ASAP. Once it is at the state we have no control over the new Illinois Foreign Corporation application process. Also, please note that the Illinois Secretary of State requires a Certified Copy of the Articles of Incorporation from the home, or domestic, state to be submitted with the application for an Illinois Foreign Corporation Qualification. Depending on the home state it could take 5 business days or more to obtain the Certified Copy of the Articles of Incorporation from the Secretary of State in the home state.