Foreign Corporations' Capacity to Sue in Illinois

"No foreign corporation transacting business in the State without authority to do so is permitted to maintain a civil action in any court of the State, until the corporation obtains that authority. Nor shall a civil action be maintained in any court of the 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 the State is obtained by the corporation or by a corporation that has acquired all or substantially all of its assets. The failure of a foreign corporation to obtain authority to transact business in the 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 the State. (805 ILCS 5/13.70)

A corporation formed under the laws of any other state or country, and authorized by its charter to invest and loan money, may, without qualifying to transact business in this state, invest or loan money, purchase or contract to purchase notes or other evidences of indebtedness or interests therein, secured by any security instrument, including mortgages or trust deeds in the nature of mortgages conveying real or personal property in the State of Illinois. (815 ILCS 125/1)"

Courts have held that an unauthorized foreign corporation conducting only occasional or isolated transactions in Illinois is not “transacting business” within the meaning of the BCA. See Charter Fin. Co. v. Henderson, 326 N.E.2d 372, 375 (Ill. 1975); Bank of Am., N.A. v. Ebro Foods, Inc., 948 N.E.2d 685, 689-90 (Ill. App. Ct. 2011); Cent. Mfg. Co. v. Brett, 04 C 3049, 2006 WL 681058, at *2 (N.D. Ill. Mar. 15, 2006). Furthermore, a foreign corporation is not required to obtain a certificate of authority if it is simply conducting interstate commerce. Textile Fabrics Corp. v. Roundtree, 233 N.E.2d 376, 377-78 (Ill. 1968); Bank of Am., N.A., 948 N.E.2d at 689-90; Subway Rests., Inc. v. Riggs, 696 N.E.2d 733, 737 (Ill. App. Ct. 1998) (finding that lessor’s ten leasing transactions in Illinois did not constitute a substantial amount of business in Illinois that would require the lessor to obtain a certificate of authority). The failure of a foreign corporation to obtain authority to transact business in Illinois 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. 815 ILCS 5/13.70. The failure merely prevents the unauthorized foreign corporation from serving as a plaintiff in a lawsuit before obtaining authorization to conduct business in Illinois.