ILCS » Chapter 805 · Act 5
Illinois Compiled Statutes

805 ILCS 5/13.70 (2026)

Transacting business without authority

✓ current as of May 2026
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(805 ILCS 5/13.70) (from Ch. 32, par. 13.70)
    Sec. 13.70. Transacting business without authority.
    (a) No foreign corporation transacting business in this State without authority to do so is permitted to maintain a civil action in any court of this State, until the corporation obtains that authority. Nor shall a civil action be maintained in any court of this State by any successor or assignee of the corporation on any right, claim or demand arising out of the transaction of business by the corporation in this State, until authority to transact business in this State is obtained by the corporation or by a corporation that has acquired all or substantially all of its assets.
    (b) The failure of a foreign corporation to obtain authority to transact business in this State does not impair the validity of any contract or act of the corporation, and does not prevent the corporation from defending any action in any court of this State.
    (c) A foreign corporation that transacts business in this State without authority is liable to this State, for the years or parts thereof during which it transacted business in this State without authority, in an amount equal to all fees, franchise taxes, penalties and other charges that would have been imposed by this Act upon the corporation had it duly applied for and received authority to transact business in this State as required by this Act, but failed to pay the franchise taxes that would have been computed thereon, and thereafter filed all reports required by this Act; and, if a corporation fails to file an application for authority within 60 days after it commences business in this State, in addition thereto it is liable for a penalty of either 10% of the filing fee, license fee and franchise taxes or $200 plus $5.00 for each month or fraction thereof in which it has continued to transact business in this State without authority therefor, whichever penalty is greater. The Attorney General shall bring proceedings to recover all amounts due this State under this Section.
    (c-5) A foreign corporation that transacts business in this State without authority is deemed to have consented to general jurisdiction in accordance with subsection (b) of Section 13.20 to the same extent as if it were registered to do business in this State. Consent to such general jurisdiction commences upon committing an act constituting the transaction of business in this State without authority at any time after the effective date of this amendatory Act of the 104th General Assembly and remains effective for 180 days following the committing of each and every such act.
    (d) The Attorney General shall bring an action to restrain a foreign corporation from transacting business in this State, if the authority of the foreign corporation to transact business has been revoked under subsection (m) of Section 13.50 of this Act.
(Source: P.A. 104-352, eff. 8-15-25.)

    
Notes of Decisions
Cited in 14 cases (2 in the last 5 years), 1993–2023 · leading case: Career Concepts, Inc. v. Synergy, Inc., 865 N.E.2d 385 (Ill. App. Ct. 2007).
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Career Concepts, Inc. v. Synergy, Inc., 865 N.E.2d 385 (Ill. App. Ct. 2007). · cites it 2× “85 of the Business Corporation Act of 1983 (Act) (805 ILCS 5/13.70, 15.85 (West 2004)). Defendant argued that plaintiff, an Indiana corporation, was not registered or authorized to do business as a foreign corporation in Illinois and therefore could not file the underlying…”
Cox v. Doctor's Assocs., Inc., 613 N.E.2d 1306 (Ill. App. Ct. 1993). · cites it 2× “70 of the Business Corporation Act of 1983 (805 ILCS 5/13.70 (West 1992)) and public policy demand that defendant suffer the consequences of its refusal to register as a foreign corporation.”
Subway Restaurants, Inc. v. Riggs, 696 N.E.2d 733 (Ill. App. Ct. 1998). · cites it 2× “The Illinois Business Corporation Act of 1983 provides that "[n]o foreign corporation transacting business in this State without a Certificate of Authority is permitted to maintain a civil action in any Court of this State, until the corporation obtains a certificate of…”
Bank of Am., N.A. v. Ebro Foods, Inc., 948 N.E.2d 685 (Ill. App. Ct. 2011). “805 ILCS 5/13.70 (West 2006). At the time Duffy filed the motions to dismiss, the Illinois Secretary of State’s Web site indicated that the successor to LaSalle Bank, “BANA Holding Corporation,” was not in good standing.”
Dixon v. Mercury Fin. Co. of Wisconsin, 694 N.E.2d 693 (Ill. App. Ct. 1998). “” 805 ILCS 5/13.70 (West 1994). From these sections, we discern the legislature’s pragmatic approach to the realities of business in a large and integrated multistate economy, balancing the competing policies of protecting the public and promoting the free flow of commerce.”
Global Mail, Inc. v. White, 2019 IL App (1st) 181778-U (Ill. App. Ct. 2019). · cites it 3× “” 805 ILCS 5/13.70(c) (West 2016). ¶ 31 It is undisputed that Global Mail, the surviving Ohio corporation, failed to file its articles of merger with the Secretary of State as required by the Business Corporation Act until February 25, 2016, and was thus not authorized to…”
First Classics, Inc. v. Jack Lake Prods., Inc. (N.D. Ill. 2018). · cites it 2× “Discussion Defendants move to dismiss Plaintiff’s four Count Complaint alleging various trademark violations pursuant to 805 ILCS 5/13.70(a), as well as Federal Rules of Civil Procedure 12(b)(2) and 12(b)(6).”
Cent. MFG. CO. v. Pure Fishing Inc., 392 F. Supp. 2d 1046 (N.D. Ill. 2005). · cites it 2× “”), which registered with the State of Illinois as a foreign corporation as required by 805 ILCS 5/13.70 on July 11, 2005. Central Mfg.”
Theosis, Inc. Solo 401(k) Trust v. Billings, 2023 IL App (1st) 221478-U (Ill. App. Ct. 2023). “” 805 ILCS 5/13.70(a) (West 2020). Billings alleges that Theosis has made multiple loans in Illinois and is regularly transacting business here such that its failure to secure a certificate of authority to transact business in Illinois constitutes a defense to the collection…”
Bracken Data, Inc. v. Guel (N.D. Ill. 2022). “” See 805 ILCS 5/13.70(a). In other words, a foreign corporation cannot go to court in Illinois without first obtaining a certificate of authority.”
Career Concepts v. Synergy (Ill. App. Ct. 2007). “05 (West 2004). Further, the Act posits that, unless it obtained the requisite authority, a foreign corporation may not maintain a civil action in any Illinois court.”
Bank of Am. v. Ebro Foods (Ill. App. Ct. 2011). “805 ILCS 5/13.70 (West 2006). At the time Duffy filed the motions to dismiss, the Illinois Secretary of State’s Web site indicated that the successor to LaSalle Bank, “BANA Holding Corporation,” was not in good standing.”
Show all 14 citing cases →
— 805 ILCS 5/13.70(a) — 3 cases
First Classics, Inc. v. Jack Lake Prods., Inc. (N.D. Ill. 2018). “Discussion Defendants move to dismiss Plaintiff’s four Count Complaint alleging various trademark violations pursuant to 805 ILCS 5/13.70(a), as well as Federal Rules of Civil Procedure 12(b)(2) and 12(b)(6).”
Theosis, Inc. Solo 401(k) Trust v. Billings, 2023 IL App (1st) 221478-U (Ill. App. Ct. 2023). “” 805 ILCS 5/13.70(a) (West 2020). Billings alleges that Theosis has made multiple loans in Illinois and is regularly transacting business here such that its failure to secure a certificate of authority to transact business in Illinois constitutes a defense to the collection…”
Bracken Data, Inc. v. Guel (N.D. Ill. 2022). “” See 805 ILCS 5/13.70(a). In other words, a foreign corporation cannot go to court in Illinois without first obtaining a certificate of authority.”
— 805 ILCS 5/13.70(c) — 1 case
Global Mail, Inc. v. White, 2019 IL App (1st) 181778-U (Ill. App. Ct. 2019). “” 805 ILCS 5/13.70(c) (West 2016). ¶ 31 It is undisputed that Global Mail, the surviving Ohio corporation, failed to file its articles of merger with the Secretary of State as required by the Business Corporation Act until February 25, 2016, and was thus not authorized to…”
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