Illinois BCA 13.15 Business Authority Application: Documents, Fees, and Filing

Illinois Form BCA 13.15, the Application for Authority to Transact Business in Illinois, is the filing every for-profit corporation formed outside Illinois must submit to the Secretary of State before it starts operating in the state.¹ You send the completed form in duplicate, authenticated copies of your articles of incorporation, and payment of at least $150 to the Department of Business Services in Springfield. Once approved, you receive a Certificate of Authority that lets the corporation legally do business in Illinois.

Do You Actually Need to File

Illinois law requires any foreign for-profit corporation to obtain authority from the Secretary of State before transacting business in the state.¹ The statute does not define “transacting business” with a bright-line test, so the answer usually comes down to the nature and frequency of your Illinois activity. Opening a local office, hiring Illinois-based employees, leasing retail or warehouse space, or entering recurring contracts with Illinois customers all point toward needing authority.

The statute does list activities that do not count as transacting business. You can do any of the following without filing BCA 13.15:²

Maintaining bank accounts, transfer agents, or depositaries for your own securities.
Holding board or shareholder meetings in Illinois.
Selling through independent contractors based in the state.
Soliciting orders that must be accepted outside Illinois before becoming binding contracts.
Owning real or personal property in Illinois, without more.
Completing an isolated transaction within 120 days that is not part of a pattern of similar transactions.
Maintaining, defending, or settling a lawsuit.
Having a corporate officer or director who lives in Illinois.

The 120-day safe harbor is narrower than it sounds. Repeated short engagements in Illinois can look isolated one at a time but still fall outside the exemption as a pattern. When the activity is ambiguous, filing is the safer choice. Registration costs far less than the penalties for guessing wrong.

What the Form Asks For

Download BCA 13.15 from the Illinois Secretary of State’s business-services forms page.³ It must be filed in duplicate. The form collects the following:⁴

The exact corporate name as it appears in your home jurisdiction, plus the state or country of incorporation. If that name is already taken in Illinois, you will need an assumed name (see below).
The date of incorporation and whether the corporation has a fixed duration or is perpetual.
The street address of your principal office outside Illinois.
A registered office in Illinois with a street or rural route number (no P.O. box) and the name of a registered agent at that address. The agent can be an Illinois resident or a business entity authorized to serve as an agent in the state.⁵
A brief description of the business activities you plan to conduct in Illinois.
Names and street addresses of each current director and officer.
The total number of shares authorized, broken out by class and series, plus the number actually issued.
Paid-in capital, defined on the form as the combined total of stated capital and paid-in surplus.⁶
Four dollar estimates for the coming year: the total value of all property owned worldwide, the portion located in Illinois, the gross business transacted everywhere, and the portion transacted at or from Illinois locations. “Property” covers real, personal, tangible, and intangible assets.

The property and business estimates matter because the Secretary of State uses them to calculate how much of your paid-in capital is allocated to Illinois, which drives your initial franchise tax. Lowballing the estimates to shrink the tax creates problems later when the numbers get corrected on your first annual report.

Name Conflicts and Assumed Names

If another entity already holds your corporate name in Illinois, you cannot register under it. You file Form BCA 4.15/4.20, the Application to Adopt an Assumed Corporate Name, alongside your BCA 13.15.⁷ The assumed-name filing costs $120 for a year ending in 6, such as 2026, and must carry an expiration date set to the first day of your corporation’s anniversary month in the next year divisible by five. Check availability through the Secretary of State’s online business name database before filing.

Supporting Documents

You must submit a copy of your corporation’s articles of incorporation and all amendments, authenticated by the appropriate official in your home state or country.⁸ A certified copy from the secretary of state (or equivalent) where you incorporated is the usual form. A Certificate of Good Standing by itself will not do; the statute wants the articles.

The certified copy must be dated within 90 days of your Illinois filing date. Anything older will be rejected, forcing you to restart the authentication process in your home state. If any supporting document is in a language other than English, attach a certified English translation with an affidavit from the translator confirming its accuracy.

Fees and the Initial Franchise Tax

Illinois charges an initial franchise tax when a foreign corporation first qualifies. The rate is 0.1 percent (multiply by .001) of the paid-in capital allocated to Illinois, where paid-in capital is the sum of your stated capital and paid-in surplus accounts.⁶

For 2026 filings, the first $10,000 of calculated franchise tax liability is exempt.⁹ In practice, a corporation with Illinois-allocated paid-in capital of $10 million or less owes zero franchise tax at filing, because 0.1 percent of $10 million is exactly $10,000. The minimum total payment is still $150, which covers the filing fee itself.⁶ The exemption schedule printed on the form may lag the current statute, so confirm the figure before you calculate.

Where to Send It

Mail the completed BCA 13.15 in duplicate, your authenticated articles of incorporation, and payment to:

Department of Business Services
Secretary of State
501 S. Second St., 3rd Floor
Springfield, IL 62756

Payment must be a certified check, cashier’s check, Illinois attorney or CPA check, or money order payable to “Secretary of State.”⁶ Uncertified personal and corporate checks are not accepted. Neither is cash.

Standard processing runs from several business days to a few weeks depending on volume. Expedited processing is available for an additional $100 and is typically delivered to the Springfield office in person or by courier.¹⁰

Penalties for Operating Without Authority

A foreign corporation that does business in Illinois without a Certificate of Authority cannot maintain a lawsuit in any Illinois court until it registers.¹¹ The bar also reaches any successor or assignee that acquired the corporation’s assets, so restructuring does not clear it. The corporation can still be sued in Illinois; it simply cannot bring its own claims until it is in compliance.

The money adds up. An unregistered corporation is liable for all fees, franchise taxes, and charges it would have owed had it registered on time. If it fails to file within 60 days of starting Illinois operations, it also owes a late penalty equal to the greater of:

10 percent of the filing fee, license fee, and franchise taxes owed, or
$200 plus $5 for each month or partial month of unauthorized activity.¹¹

For a corporation that has operated unregistered for years, back taxes plus compounding monthly penalties can far outstrip what timely registration would have cost.

After You Receive Your Certificate of Authority

Once the Secretary of State approves your application, you receive a Certificate of Authority — your proof of permission to operate in Illinois.⁸ Keep the original in your permanent corporate records. Banks, licensing agencies, and prospective business partners may ask to see it.

From then on, your corporation must file an annual report with the Secretary of State. Foreign corporations use Form BCA 14.05 (Foreign), which carries a $75 filing fee plus any annual franchise tax due.³ The same $10,000 franchise tax exemption that applies at initial filing also applies to annual franchise taxes for 2026, so many smaller corporations will owe only the $75 report fee.⁹ Falling behind on annual reports or franchise tax payments puts the corporation out of good standing and can eventually lead to revocation of the Certificate of Authority.

If your corporation’s information changes after registration, whether a new registered agent, a different registered office address, or a name change, file the appropriate update form with the Secretary of State. Illinois does not automatically pick up changes you make in your home state.

1
Illinois General Assembly. Illinois Code 805 ILCS 5/13.05 – Admission of Foreign Corporation
2
Illinois General Assembly. Illinois Code 805 ILCS 5/13.75 – Activities That Do Not Constitute Transacting Business
3
Illinois Secretary of State. Domestic and Foreign Corporations Publications and Forms
4
Illinois General Assembly. Illinois Code 805 ILCS 5/13.15 – Application for Authority
5
FindLaw. Illinois Code 805 ILCS 5/5.05 – Registered Office and Registered Agent
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Illinois Secretary of State. Application for Authority to Transact Business in Illinois
7
Illinois Secretary of State. Application to Adopt, Change or Cancel an Assumed Corporate Name
8
Justia. Illinois Code 805 ILCS 5/Article 13 – Foreign Corporations
9
Illinois General Assembly. Illinois HB5526 Full Text
10
Illinois Secretary of State. Expedited Service
11
Illinois General Assembly. Illinois Code 805 ILCS 5/13.70 – Transacting Business Without Authority