Key Takeaways

  • Articles of Incorporation Illinois legally establish a corporation with the Secretary of State.
  • Businesses must choose a unique name that meets state rules and may reserve it for 90 days.
  • Filing requires corporation details, registered agent, incorporator signatures, and stock structure.
  • Illinois corporations pay filing fees, initial franchise taxes, and ongoing reporting fees.
  • After incorporation, corporations must apply for an EIN, obtain licenses, and comply with tax rules.
  • Ongoing requirements include annual reports, franchise tax, and maintaining a registered agent.
  • Foreign corporations must also file to transact business in Illinois.

What are Articles of Incorporation in Illinois?

Articles of Incorporation Illinois is official documentation filed with the Secretary of State to formally create a business entity. Pertinent information regarding business name, contact information, stock issuance and other details are required.

Why File Articles of Incorporation in Illinois?

Filing Articles of Incorporation Illinois is more than a legal requirement—it provides credibility, liability protection, and a clear structure for your business. Incorporation separates personal and business assets, which protects owners from most personal liability for company debts and obligations. It also allows a business to issue stock, attract investors, and establish a formal governance structure. Additionally, Illinois corporations can continue indefinitely regardless of changes in ownership, providing continuity and stability.

How to Form an Illinois Corporation: Selecting a Business Name

Start an articles of incorporation process by choosing a unique business name not used by any other entity in Illinois. The State of Illinois requires all new business names to be wholly unique. The name cannot be similar in nature or sound to any other entity, such as an LLC, corporation, non-for-profit, registered or reserved name, limited liability company, or assumed corporate entity.

Illinois features two primary designations for corporate names:

  • Permitted Designations: Corporate names in the State of Illinois may feature eight approved designations, which include:
    • Co.
    • Company
    • Corp.
    • Corporation
    • Inc.
    • Incorporated
    • Limited
    • Ltd.
  • Restricted Designations: Corporate names may not use specific words or phrases which are deemed "restricted" by the State of Illinois as these words/phrases require special state approval. These include:
    • Insurance
    • Bank
    • Banker
    • Banking
    • Union
    • Engineering
    • Engineer

The "Assumed Name Act" requires business owners to register their business name with the county clerk's office when the business name differs from the owners' legal name. This requirement is valid regardless of business type or function.

It's not necessary to reserve a name, as Illinois doesn’t require name reservation; however, reserving a business name is recommended to ensure that a company name is available. Name reservation also ensures the business name remains available while the filing process is active. Business names may be reserved for up to 90 days by filing with the Secretary of State. The filing fee is $300.

Illinois Name Availability and Reservation Rules

Before filing Articles of Incorporation Illinois, business owners should perform a name search on the Illinois Secretary of State’s website to confirm availability. While name reservation is optional, it can prevent other businesses from registering the same name during the incorporation process. A name can be reserved for 90 days with a $25 filing fee.

Illinois also prohibits corporate names that mislead the public or imply the business is affiliated with government agencies. Words such as “trust,” “insurance,” or “bank” may require special approval or licensing.

How to Form an Illinois Corporation: Filing the Articles of Incorporation

The Articles of Incorporation must be filed with the Illinois Secretary of State, either online or by mail, and should include:

  • Corporation Information: The primary purpose and name of the corporation, Registered Agent Name, Registered Office, Stock Structure, and the address and names of incorporators.
  • Directors: The State of Illinois business registration process requires corporations have a minimum of one director; however, director names and addresses aren't required when filing the Articles of Incorporation. Although not required, Illinois does allow filers to include the number of directors serving as the initial BOD, along with their contact information. Note: this information is not required for successful filing.
  • Incorporators: Signatures, addresses and names of all Incorporators is required upon filing.
    • Illinois Business Registration Exception: An officer of the corporation can be the primary signer if the corporation is acting as the incorporator. When done, the signee must provide the originating incorporation name and state.
  • Stock: Information related to business stock is required. This includes:
    • Share Class (includes qualifications, preferences, restrictions, limitations, or relative rights), Number of Authorized Shares, Quantity of Proposed Shares, Total Share Value.
      • NOTE: The total number of shares may increase initial filing fees because of franchise tax requirements.
  • Registered Agent: Illinois requires the name and address of the Registered Agent, who's responsible for receiving official state correspondences.
  • Other Provisions: To streamline the filing process, attach any of the following documents on a separate sheet:
    • Regulation of Internal Affairs, Denial of Cumulative Voting, Authorization of Preemptive Rights, Voting Majority Requirements, Director Qualifications, and any other documentation to solidify the filing process.

When filing your Articles of Information with the Illinois Secretary of State, be prepared to pay a $150 initial filing fee, $25 minimum franchising tax, plus franchise tax payments at a rate of $1.50 per $1,000 of paid-in capital. 

Illinois Filing Fees and Processing Times

When filing Articles of Incorporation Illinois, expect an initial filing fee of $150 plus a minimum franchise tax of $25. Additional franchise tax is calculated at $1.50 per $1,000 of paid-in capital. Expedited processing is available for an additional $100, which allows online filings to be approved within 24 hours. Paper filings typically take longer.

New Heading: Foreign Corporations in Illinois

Content:If your corporation is formed in another state but wishes to operate in Illinois, you must file an Application for Authority to Transact Business with the Secretary of State. This filing requires a Certificate of Good Standing from your home state, along with the appointment of an Illinois registered agent. Without this filing, foreign corporations may face fines and be restricted from pursuing legal action in Illinois courts.

How to Form an Illinois Corporation: Employer Identification Number (EIN)

Employer Identification Number (EIN) is needed if the business intends to hire employees or open a bank account.

Initial Corporate Requirements After Incorporation

Once Articles of Incorporation Illinois are approved and an EIN is obtained, businesses should:

  • Hold an organizational meeting to adopt bylaws, appoint directors, and authorize stock issuance.
  • Issue stock certificates to shareholders and record ownership in a stock ledger.
  • File any necessary state or local business licenses depending on industry and location.
  • Register for Illinois state taxes with the Illinois Department of Revenue if hiring employees or selling taxable goods.

How to Form an Illinois Corporation: Regulatory and Tax Requirements

There are two elements which must be considered regarding regulatory and tax requirements, which include:

  • Filing for S Corporation: Should the corporation wish to designate S corporation status for tax reasons, it must submit Form 2553 Election by a Small Business Corporation and be signed by every shareholder. The form must be submitted within two months and 15 days after the start of the corporation's first year of taxes.
  • Business Licenses: Based upon the type of business held and its geographical location, the corporation may need to get additional state and local business licenses. Read more about Illinois business licenses at Illinois.gov.

Annual Reports and Ongoing Compliance in Illinois

Illinois corporations must file an Annual Report with the Secretary of State each year. The report is due by the first day of the corporation’s anniversary month. The filing fee is $75, and failure to file may result in late penalties or administrative dissolution of the corporation.

In addition, corporations must maintain a registered agent and office in Illinois, keep accurate corporate records, and comply with annual franchise tax requirements. For S Corporations, timely filing of IRS Form 2553 is required in addition to Illinois state tax compliance.

Frequently Asked Questions

1. How much does it cost to file Articles of Incorporation Illinois?

The initial filing fee is $150 plus a minimum franchise tax of $25. Additional taxes may apply based on paid-in capital.

2. How long does it take to incorporate in Illinois?

Online filings can be processed within 24 hours if expedited, while mail filings may take several weeks.

3. Do Illinois corporations need a registered agent?

Yes, every corporation must appoint a registered agent with a physical Illinois address to receive legal and state documents.

4. Are annual reports required for Illinois corporations?

Yes, corporations must file an annual report each year with a $75 fee. Failure to do so may lead to penalties or dissolution.

5. Can an out-of-state corporation do business in Illinois?

Yes, but foreign corporations must first file an Application for Authority and designate an Illinois registered agent.

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