1. What are Articles of Incorporation in Illinois?
2. How to Form an Illinois Corporation: Selecting a Business Name
3. How to Form an Illinois Corporation: Filing the Articles of Incorporation
4. How to Form an Illinois Corporation: Employer Identification Number (EIN)
5. How to Form an Illinois Corporation: Regulatory and Tax Requirements

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.

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.

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. 

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.

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.

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