In Short
The Background: On August 15, 2025, Governor Pritzker signed Senate Bill 328 into law, amending Illinois's long-arm statute, Section 2-209(b), and the Illinois Business Corporation Act of 1983.
The Result: The amendments give Illinois courts general jurisdiction over foreign corporations doing business in Illinois in civil actions involving toxic torts.
Looking Ahead: Illinois is now one of two states with a statute that contains express language subjecting foreign corporations to general jurisdiction of the state under certain circumstances based on business registration. The newly enacted amendments position Illinois as a national focal point for toxic-tort litigation and raise constitutional questions that courts will likely confront in the near future.
The Amendments
Senate Bill 328 amended Section 2-209(b) of the Illinois Code of Civil Procedure and Sections 13.20 and 13.70 of the Business Corporation Act of 1983 (the "Act"), conferring general jurisdiction over any foreign corporation that is, or should be, registered to do business in Illinois. The amendments apply only to civil actions alleging injury or illness caused by exposure to a "toxic" substance, as defined by the Illinois Uniform Hazardous Substances Act ("UHSA"), where at least one co-defendant is subject to specific personal jurisdiction in Illinois. "Toxic" substances include any substance (other than a radioactive substance) "which has the capacity to produce bodily injury or illness to a man [or woman] through ingestion, inhalation, or absorption through any body surface." 430 ILCS 35/2-4.
The amendments contemplate two ways a corporation is considered to have consented to the general jurisdiction of Illinois courts. First, a foreign corporation is considered to have consented by registering to transact business in Illinois. Second, a foreign corporation is "deemed to have consented to general jurisdiction … to the same extent as if [they] were registered" if it transacts business in Illinois without authority—i.e., without registering.
Prior State of the Law and Recent Developments
This is a marked change in Illinois law. In Aspen American Insurance Co. v. Interstate Warehousing, Inc., 2017 IL 121281, the Illinois Supreme Court analyzed the prior version of Section 2-209 of the Illinois Code of Civil Procedure and the Act and held that a foreign corporation has not consented to general jurisdiction in Illinois by registering to do business in the state. The court noted: "None of [the Act's] provisions require foreign corporations to consent to general jurisdiction as a condition of doing business in Illinois, nor do they indicate that, by registering in Illinois or appointing a registered agent, a corporation waives any due process limitations on this state's exercise of general jurisdiction." Id. at ¶ 24.
The constitutionality of similar consent-based jurisdiction statutes, like Senate Bill 328's amendments, has been the subject of litigation. Notably, the U.S. Supreme Court upheld a similar Pennsylvania law in Mallory v. Norfolk Southern Railway Co., 600 U.S. 122 (2023), finding that Pennsylvania's law did not violate the Fourteenth Amendment's Due Process Clause. However, the Court left open the question as to whether such a law would violate the Commerce Clause, particularly when the suit has no connection to the state, such as, for example, when a plaintiff is injured by a toxic tort that occurred outside the state.
Beyond potential challenges to the content of the amendments, on June 17, 2025, the plaintiffs, 47 Illinois House and Senate Republicans, filed a complaint in Sangamon County, Illinois, Tony McCombie, et al. vs. Emmanuel "Chris" Welch in his Capacity as Speaker of the Illinois House of Representatives and Don Harmon in his Capacity as President of the Illinois Senate, Case No. 2025MR000281 (Seventh Judicial Circuit Court, Sangamon County, 2025), challenging the constitutionality of the manner in which Senate Bill 328 was passed. Plaintiffs claim that the "bill's final language was sprung on the General Assembly on May 31, 2025 … by a floor amendment … that completely replaced the language" of the bill and was passed only a few hours after it was introduced. Id. ¶ 3. They assert that this "gut and replace" practice violates the Illinois Constitution, which requires a bill be read three times on three different days. Id. ¶ 6 (citing Ill. Const. Art. IV Sec. 8, par. (d)). Judge Jack Davis ordered the parties to submit briefings to the court on defendants' motion to dismiss by August 20, 2025. If plaintiffs are successful in their suit, Senate Bill 328 could be invalided.
Reactions to the Amendments
The amendment has already proven to be polarizing. Some organizations, such as the American Tort Reform Association, have cautioned that the amendment will deter businesses from operating in Illinois for fear of being "dragged into court for unrelated harms" in unfavorable venues. Other organizations, however, like the Illinois Trial Lawyers Association, whose members specialize in representing injured consumers and workers, have applauded Governor Pritzker for signing the bill into law, stating that the law will create "the possibility for more complete justice" for employees and customers exposed to toxic substances.
Five Key Takeaways
- Scope of Jurisdiction: A foreign corporation can now be sued in Illinois on any claim related to alleged toxic exposure, regardless of where the exposure occurred or where the corporation is headquartered, so long as at least one co-defendant is subject to specific personal jurisdiction in Illinois.
- Effective Date of Consent: For new registrants, consent is considered to have occurred immediately upon filing to do business in Illinois. For existing registrants, consent is considered to begin on the date the corporation's next annual-report is due. For unregistered corporations, consent is considered to begin when the corporation participates in a transaction in this state and continues for 180 days after each transaction
- Termination of Consent: For registered corporations, upon formal withdrawal from Illinois; for unregistered corporations, consent ends 180 days after the last transaction in Illinois.
- Limited to Toxic Torts: The amendments do not apply to claims that do not involve substances defined as "toxic" in the UHSA.
- Co-Defendant Requirement: Plaintiffs must name at least one defendant that is subject to specific personal jurisdiction in Illinois.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
