A foreign corporation, before it transacts business in Illinois, shall procure authority to do so from the secretary of state. The following non-exhaustive list of activities do not constitute the transaction of business in Illinois:

(1) maintaining, defending, or settling any proceeding;
(2) holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs;
(3) maintaining bank accounts;
(4) maintaining offices or agencies for the transfer, exchange, and registration of the corporation’s own securities or maintaining trustees or depositaries with respect to those securities;
(5) selling through independent contractors;
(6) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if orders require acceptance outside this State before they become contracts;
(7) owning, without more, real or personal property;
(8) conducting an isolated transaction that is completed within 120 days and that is not one in the course of repeated transactions of a like nature; or
(9) having a corporate officer or director who is a resident of this State.

Wayfair Nexus

Wayfair nexus is created if a remote retailer’s cumulative gross receipts from sales of tangible personal property to purchasers in Illinois are $100,000 or more, or if it enters into 200 or more separate transactions for the sale of tangible personal property to purchasers in Illinois.


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