Yes, generally any business, including a not-for-profit corporation, must register with the Illinois Secretary of State before conducting its affairs in Illinois.

The Illinois General Not For Profit Corporation Act requires a not-for-profit corporation organized in another state (a “foreign corporation”) to register with the Illinois Secretary of State “in order to procure authority to conduct affairs” in Illinois. Without procuring such authority, we do not believe that a foreign not-for-profit corporation may carry on activities to further its mission in Illinois, such as holding conferences or meeting with donors (unless such activities are isolated or sporadic).

Note that a foreign not-for-profit corporation’s lack of authority to conduct its affairs in Illinois “does not impair the validity of any contract or act of such corporation, and does not prevent such corporation from defending any action in any court of this State.” However, an unregistered foreign not-for-profit corporation cannot “maintain a civil action in any court of this State, until such corporation obtains such authority.”

For resources related to our guidance, please see:

• General Not For Profit Corporation Act of 1986, 805 ILCS 105/101.80(h) (“‘Foreign corporation’ means a not-for-profit corporation as defined and organized under the laws other than the laws of this State, for a purpose or purposes for which a corporation may be organized under this Act.”)

• General Not For Profit Corporation Act of 1986, 805 ILCS 105/113.15 (“A foreign corporation, in order to procure authority to conduct affairs in this State, shall execute and file in duplicate an application therefor, in accordance with Section 101.10 of this Act, and shall also file a copy of its articles of incorporation and all amendments thereto, duly authenticated by the proper officer of the state or country wherein it is incorporated.”)

• General Not For Profit Corporation Act of 1986, 805 ILCS 105/113.20 (“Upon the filing of the application for authority by the Secretary of State, the corporation shall have the right to conduct affairs in this State for those purposes set forth in its application, subject, however, to the right of this State to revoke such right to conduct affairs in this State as provided in this Act.”)

• General Not For Profit Corporation Act of 1986, 805 ILCS 105/113.70 (“No foreign corporation conducting affairs in this state without authority to do so is permitted to maintain a civil action in any court of this State, until such corporation obtains such authority. Nor shall a civil action be maintained in any court of this State by any successor or assignee of such corporation on any right, claim or demand arising out of conducting affairs by such corporation in this State, until authority to conduct affairs in this State is obtained by such corporation or by a corporation which has acquired all or substantially all of its assets. The failure of a foreign corporation to obtain authority to conduct affairs in this State does not impair the validity of any contract or act of such corporation, and does not prevent such corporation from defending any action in any court of this State.”)

• Young America’s Found. v. Doris A. Pistole Revocable Living Tr., 2013 IL App (2d) 121122, ¶ 34 (“Over 100 years ago, our supreme court commented that the phrase ‘doing business in this state’ means ‘doing the business or character of business for which the corporation was organized’ . . . , and that definition remains in use today . . . . This definition need be adapted only slightly to fit not-for-profit corporations. In the context of such corporations, ‘conducting affairs’ means carrying on activities that further the charitable, educational, or other purposes for which the not-for-profit organization was created.”)

• Young America’s Found. v. Doris A. Pistole Revocable Living Tr., 2013 IL App (2d) 121122, ¶ 42 (“There is no doubt that, in working actively with student groups on Illinois campuses, holding conferences in Illinois, meeting with donors in Illinois, and sponsoring lectures in Illinois, the plaintiff was engaged in activities that promoted the purposes for which it was created. . . . The activities were meant to reach Illinois students and donors, and to persuade them to carry on the plaintiff’s work in Illinois. These activities were not isolated or sporadic.”)