Last week, Illinois Governor J.B. Pritzker signed Illinois Senate Bill 328 (“SB 328”) into law, marking a significant expansion of the jurisdictional reach of Illinois courts in the realm of toxic tort litigation. The law amends Section 2-209 of the Illinois Code of Civil Procedure and Sections 13.20 and 13.70 of the Business Corporation Act of 1983, altering how foreign corporations — i.e. those formed outside Illinois — may be subject to general personal jurisdiction in the state.
At the heart of SB 328 is a consent-based framework for general jurisdiction. Under the amended Section 2-209(b)(5), Illinois courts may now exercise general jurisdiction over foreign corporations that either register to do business in Illinois or transact business within the state without registering. This jurisdictional authority applies only if (1) the action alleges injury or illness resulting from exposure to a toxic substance as defined by the Illinois Uniform Hazardous Substances Act,1 and (2) at least one co-defendant is properly subject to jurisdiction under Section 2-209(a), which outlines specific jurisdictional triggers such as the commission of a tortious act or the transaction of business within the state.
Because SB 328 extends the court’s “general jurisdiction” to foreign corporations, those corporations may be haled into Illinois courts, even if the alleged injury or events related to the lawsuit occurred outside of Illinois.
The amendments to the Business Corporation Act reinforce this framework. Section 13.20 now explicitly states that a corporation consents to general jurisdiction upon registering to do business in Illinois, with consent commencing either at the time of registration or upon the next annual report due date following the bill’s effective date. Section 13.70 goes further, deeming unregistered corporations that transact business in Illinois to have consented to general jurisdiction for a period of 180 days following each act of business.
The legal foundation for SB 328 is rooted in the U.S. Supreme Court’s decision in Mallory v. Norfolk Southern Railway Co., 143 S. Ct. 2028 (2023). In Mallory, the U.S. Supreme Court upheld a Pennsylvania statute requiring corporations that do business in the state to register and thereby consent to general jurisdiction, finding that such a requirement does not violate the Due Process Clause of the Fourteenth Amendment. However, given that the question before the Supreme Court in Mallory was limited only to the Pennsylvania statute’s constitutionality under the Due Process Clause, the statute’s vulnerability to other constitutional challenges remains unsettled.
Building on Mallory, Illinois lawmakers have expanded the concept of jurisdictional consent to include not only registered entities but also those that conduct business in the state without formal registration—an aggressive approach that may itself invite legal scrutiny. The law takes effect immediately for corporations who register to do business in Illinois. And corporations who have previously registered to do business in Illinois will consent to general jurisdiction in Illinois courts on the due date of their next annual report. Corporate counsel should assess their clients’ exposure to litigation in Illinois. Companies who are either registered to do business in the state, may register to do business with the state, or engage in business activities within the state without registering, should evaluate the risks associated with this expanded jurisdiction.
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Endnotes
1 Under the Uniform Hazardous Substances Act, “‘Toxic’ means any substance (other than a radioactive substance) which has the capacity to produce bodily injury or illness to man through ingestion, inhalation, or absorption through any body surface.” 430 ILCS 35/2-5.
