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BCA 13.15 Foreign Corp Requirements

The BCA 13.15 Foreign Corporation Requirements allow entities domesticated in a State other than Illinois to conduct business in Illinois. Corporations formed in a State other than Illinois are considered Foreign Corporations.

This topic will address the following questions:

  • What if my corporate name is not available in Illinois?
  • What if I have been doing business in Illinois before I have authority?
  • Where do I find the information requested on this form?
  • How do I get the Certified copies of Articles of Incorporation?

Background: Foreign Corp Requirements - BCA 13.15 Form:

Qualification requirements of a foreign corporation in Illinois is a complicated process. The BCA 13.15 form is one of the most difficult to get past the Illinois State file clerks. Whereas, the supporting documentation must be a fully certified record of your incorporation documents with amendments from your domestic State dated and signed by the domestic State’s Secretary of State within the last 90 days. Information required to complete this Application for Authority to transact business (BCA 13.15) will come directly from your incorporation and amendment documents. Also, all authorized and Issued shares must match your incorporation documents. The amount of Paid in Capital can be found on your most recently filed IRS 1120 filing on Schedule L. Please have us review this form before filing by paper to ensure acceptance.

Instructions to Complete the BCA 13.15 Form

The numbered items in the article below correspond to the numbered questions on the form. Unless indicated as optional, all questions must be completed.

  1. (a) Corporate Name:

    The corporate name must be distinguishable from other companies or assumed company names on record with the Secretary of State and must contain one of the following words or abbreviations: Corp., Corporation, Company, Co., Limited or Ltd., Incorporated or Inc.

    (b) Assumed Name:

    If your company name is not available for use in Illinois, your company will need to adopt and agree to transact business under an assumed corporate name. It is always a good idea to check your name availability first.

  2. State or country of incorporation and your date of incorporation:

    The state of incorporation is the state where you filed your original formation documents and the incorporation date must be the month, day, and year of your incorporation. If your incorporation documents do not indicate the duration of the corporation, then it is implied that the period of duration would be “Perpetual“.

  3. Principal Office:

    Address of principal office wherever located and address of Principal office in this state: List the business address of the company’s main office and if the company will have an office in Illinois, the address of its location in Illinois and where the company books and records are kept and where the company receives day-to-day- operational mail.

  4. Name and address of your registered agent and registered office:

    Illinois Registered Agent provides the most cost-effective agent representation in the State of Illinois. Please note that the registered office is not a substitute for a principal office address. The Registered Office does not deliver day-to-day operational mail.

  1. States and countries in which it is admitted or qualified to transact business:

    List your incorporation state and any other state in which you currently have authority to transact business.

  1. List principal officers and directors:

    Provide the names, addresses, city, state, and zip codes of the principal officers and directors. Please note that these documents are on public record. Officers and directors may wish to provide the company’s principal business address as an alternative to personal addresses.

  1. The purpose or purposes for which it was organized which it proposes to pursue in the transaction of business in this State:

    The general purpose clause is sufficient and is approved by the Secretary of State and reads: “The transaction of any lawful business for which the corporation may be organized under the Corporation Laws of the State of ______ (insert your state of incorporation here), and permitted under the Illinois Business Corporation Act”. You may include a specific description of the type of business you intend to transact, however, this may limit your company’s ability to pursue other types of business activities.

  1. Authorized and Issued Shares:

    The authorized and issued shares, class, and par value will be stated in your certified documents. If no additional amendments were filed after the filing of the initial formation documents, the issued and authorized shares would not change. If there were amendments filed after the filing of the initial formation documents, check the amendments to be sure these amounts have not changed. If the authorized and issued share, par value, and class do not match what is within your original articles or amendments, the state will reject your filing.

  1. Paid-In-Capital:

    The amount of money or other property paid to the corporation for issued shares, less expenses incurred with the issuance of shares, plus any cash or other consideration contributed to the corporation. Franchise taxes are based on the amount of initial Paid in Capital. The amount of authorized and issued shares and the paid-in capital will determine the amount of the company’s annual franchise tax.
  1. Estimate of Property:

    Each foreign corporation is required to disclose a good faith estimate of the amount of property it expects to own and the amount of business it intends to transact in Illinois and its domestic state to compute franchise tax, “property” means gross assets of the corporation (i.e. real, personal, tangible, intangible or mixed) without qualification and “business” means gross revenues of the corporation from whatever source derived).

Calculating Allocation Factor:

The following formula will help to determine your allocation factor and franchise tax: the sum of b+d divided by the sum of a+c (to the 6th place) multiplied by the paid-in capital = Illinois Tax Capital. Multiply Illinois Tax Capital by .0015 = franchise tax. The minimum franchise tax reportable to the state is $25.00.

  1. Interrogatories:

(a) Is the corporation transacting business in this state at this time?

  • If you are qualifying for authority to transact business after you have established a business presence in Illinois, the Secretary of State will impose penalties as well as back franchise tax and annual report fees for the time that your company has been doing business in Illinois.
  • The corporation’s outstanding tax constitutes a lien on the real and personal property of the corporation. Any corporation doing business in Illinois without authority will not be permitted to maintain a civil action in any court in Illinois until qualified.
  • The penalty for transacting business without authority is $225.00, plus $5.00 per month or 10 percent of fees and taxes, whichever is greater. In addition, late payment interest of 2% per month accrues against the corporation until qualification. If you are in this situation, you should call the Secretary of State to get a clear idea of what the aggregate cost would be to qualify.

(b) if yes, state the exact date on which it commenced to transact business in Illinois. Your penalties and interest will accrue from the date listed.

  1. Attestation:
    Attestation of the fact that the original certified copies of the formation documents with all amendments from the corporation’s domestic state are attached. All certified copies should be dated within 90 days of your filing date and will contain a cover letter from your state of incorporation as to how many pages are being presented, and in most instances, bear the seal of the state of incorporation with the Secretary of State’s signature. If you need certified copies, many states now offer online copies of these documents for a fee. Check with your Secretary of State in your incorporation state.

  2. Date and signature:
    Date and signature of a current acting officer authorized to sign such documents and restate the name of the corporation as it is shown on the most current certified formation documents that state the current company name. Authorized officers include the President, Vice President, Secretary, or Assistant Secretary and have been duly elected by the Board of Directors to serve in that position.

*note: Franchise Tax Current Liability Exemption Amounts:

Exemption $1,000.00 (Tax amount in d1-$1,000=d2. If negative number, please place 0 in d2.)