dissenting:
The Business Corporation Act provides in section 102 (Ill. Rev. Stat. 1971, ch. 32, par. 157.102) that:
“A foreign corporation organized for profit, before it transacts business in this State, shall procure a certificate of authority to do so from the Secretary of State * *
Section 125 of the Business Corporation Act (Ill. Rev. Stat. 1971, ch. 32, par. 157.125) provides in part:
“No foreign corporation transacting business in this State without a certificate of authority is permitted to maintain a civil action in any court in this State, until such corporation obtains a certificate of authority.”
Plaintiff Charter Finance Company is a Missouri corporation. The general manager of the Charter Finance Company office at Cape Girardeau, Missouri, testified at trial:
“The primary business of Charter Finance is the lending of money for profit. Charter Finance is not licensed to do business in the State of Illinois * * * Charter Finance transacts business with Illinois residents. Charter Finance does 2% or at most 3% of its total business with Illinois residents. Charter Finance Company does not have a certificate of authority to do business in the State of Illinois.”
Defendants testified without contradiction that the note in question was brought by agents of the plaintiff to defendants’ home in Olive Branch, Illinois, and there signed.
The majority opinion states that “* # # we must, in absence of proof to the contrary, assume that appellee was not transacting business in Illinois within the meaning of sec. 102.” This assumption is untenable in light of the admission of the general manager of appellee that Charter Finance transacts business with Illinois residents and the uncontradicted testimony of defendants that the note in question was signed in their home in Illinois. If the action of a foreign corporation engaged in the business of lending money for profit in going into an Illinois home to have promissory notes signed by Illinois residents does not constitute “transacting business” in Illinois, it is difficult to imagine what does constitute “transacting business” in Illinois.
I also disagree with that portion of the majority opinion which states: “In view of the fact that appellee had not procured a certificate of authority and of the fact that so far as the record discloses had not been requested to procure such a certificate, we must assume that the Charter Finance Company was not in violation of Illinois law.” No one need “request” the procurement of the certificate; the law requires it. Since the law requires a certificate of authority and plaintiff did not have such certificate, the only assumption which I can make is that Charter Finance was in violation of Illinois law.
The Business Corporation Act prohibits corporations transacting business in this state without a certificate of authority to maintain a civil action in any court in this state. Defendants raised this defense in their answer and properly preserved it on appeal.
I respectfully dissent. I would hold that the plaintiff was precluded from bringing suit in this case because of the reasons stated in this dissent.