Illinois Registered Agent, Inc.

Corporate Definitions
We assist our clients with a review of your completed forms to insure acceptance by the State.

Common Business Terms and Corporate Definitions

This topic will address the following questions:​​

What is a BCA:
What is Paid in Capital, par value?
​What is Foreign Qualification?
What is Authorized and Issued Shares?
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​​Corporate Definitions

Administrative Dissolution
When a company does not comply with the State's annual filing requirements, the State will administratively dissolve or revoke an entities ability to transact business in the State of Illinois.

Application For Admission
The LLC 45.5 form (or 45.5(S) form is the application filed in the state of Illinois to obtain the legal rights of a limited liability company (or Series LLC) to transact business in Illinois.

Application For Authority
The BCA 13.15 form for corporations is the application required to be filed with the State of Illinois to obtain the legal rights to transact business in Illinois.

The amount of shares the corporation is allowed to issue. This amount is listed on the Articles of Incorporation.

BCA
BCA is the acronym for Business Corporation Act of Illinois.  When you see BCA Corporation , it means a corporation registered with Illinois pursuant to the Business Corporation Act of 1983, as amended.

By-Laws
ByLaws  spell out how your company will operated. A corporation's by-laws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with law or the articles of incorporation .

Any company that files Articles of Incorporation in the State of Illinois under the Business Corporation Act of 1983, as amended is considered a domestic corporation in the State of Illinois.

Duration of the entity
The duration of the entity is Perpetual unless the by-lawsoperating agreement or limited partnership agreement specifies a date certain on which the company is to dissolve.

A corporation organized in another state who is requesting the authority to transact business in Illinois by filing the BCA 13.15 form is considered a foreign corporation in the State of Illinois.

An entity organized in a state other than Illinois that desires a business presence in Illinois and who files the appropriate documentation with the State of Illinois to receive the authority to transact business is considered a foreign qualification.
Formation Documents (Supporting Documents or Charter)
The initial documents that were submitted to your domestic state that established a legal business presence (i.e Articles of incorporation, Articles of Organization, Certificate of Limited Partnership, etc.)

General Purpose Clause
The statutory language required by the state to identify the purpose of the entity.

Domestic Corporation: This field is pre-populated on the BCA 2.10 form and contains the general purpose clause. 
Foreign Corporation:  The Statutory General Purpose language for the BCA 13.15 form is:  "To engage in any lawful act or activity for which corporations may be organized under the Corporation Laws of ______ (insert the state of incorporation here), and permitted under the Illinois Business Corporation Act of 1983”. 

Domestic LLC:   This field is pre-populated on the LLC 5.5 form and contains the general purpose clause. 
Foreign LLC: The Statutory General Purpose language for the BCA 45.5  form is:  "the transaction of any or all lawful business activity for which limited liability companies may be organized under the limited liability company law of the ________ (enter the state of formation here) and permitted under the Illinois Limited Liability Company Act".

​Domestic Series LLC:  This field is pre-populated on the LLC 5.5(S) form and contains the general purpose clause. 

Foreign Series LLC:  The Statutory General Purpose language for the BCA 45.(S) form is:  "the transaction of any or all lawful business activity for which limited liability companies may be organized under the limited liability company law of the___________ (enter the state of Formation here) and permitted under the Illinois Limited Liability Company Act".

NFP:  The State of Illinois requires the purpose clause to be specific on the NFP 102.10 form and the NFP 113.15 form, unlike the for profit corporation requirements that allows for a general purpose, the purpose of a NFP must be focused and to the point.

The number of shares the corporation has issued to Stockholders. 

Operating Agreement
Operating agreement identifies your company's structure, regulates the affairs of the company and the conduct of its business. An operating agreement also governs relations among the members or managers and the company. 

Paid In Capital
Paid-in capital is the amount  of money the corporation received from stockholders when the corporation first issued its stock.​​ Paid-in capital represents the funds raised by the business from equity, and not from ongoing operations.  The most current Paid in Capital can be verified by the most recent signed Federal 1120 form on Schedule L.

The value given to a single share of stock.

Principal Office
The location of the office where the company's books and records are maintained.

Registered Office
The location of your registered agent where Service of Process and State correspondence are delivered on behalf of the company.

Registered Agent
A statutory requirement of the State of Illinois that reqires all entities to maintain a resident Corporation or individual from the State of incorporation, formation or qualification, who's sole purpose is to accept service of process and state correspondence on behalf of the entity, estate or sole proprietor.  

A limited liability company established to have subsidiary series that maintain their own books and records and has limited liability other than the limited liability of the Parent LLC.

Litigation documents or correspondence delivered by process server or a government official such as a County/State Sheriff.  Documents typically need to be signed for and once delivered are normally time sensitive and have a specific time frame for response.