1. Company Name
2. Articles of Incorporation
3. Registered Agent
4. Corporate Record Book
5. Corporate Bylaws
6. Incorporator's Statement
7. The First Board Meeting
8. Company Seal Requirements

The corporate seal Illinois is the official mark that an Illinois company uses on its documentation and the shares of stock that it issues. Corporations in the state of Illinois are governed by the laws set forth by the 805 ILCS 5 Business Corporation Act of 1983. Forming a corporation in the state of Illinois requires that several statutory requirements be satisfied.

Company Name

There are multiple requirements that must be met for naming a corporation in the state of Illinois. Some naming requirements include:

  • Having a designator such as Company, Corp., Corporation, Incorporated, Inc., or Limited following the chosen name.
  • Choosing a name that is distinguishable from other corporation names that are being used in the state
  • Picking a name that does not include language indicating that it will do the business of insurance, assurance, indemnity, acceptance of savings deposit, banking or corporate fiduciary
  • Choosing a name that does not hold a federal trademark registration

Articles of Incorporation

Another requirement for forming a corporation in Illinois is the drafting and filing of the company's articles of incorporation with the Illinois Secretary of State's office. Articles of Incorporation must include the following:

  • The company name and address
  • The purpose of the company
  • The name and address of the registered agent
  • The number of shares the corporation is authorized to issue

Registered Agent

A corporation must appoint a registered agent who will receive all legal paperwork on behalf of the corporation in the event the corporation is sued. A registered agent must:

  • Be authorized to do business in Illinois
  • Have a physical address
  • Accept service or process on the company's behalf

Corporate Record Book

The next step in forming a corporation is creating a record book. The record book must hold all important documents of the company, including:

  • Minutes of shareholders and board of directors meetings
  • Stock certificates
  • Company bylaws
  • Shareholder's agreements
  • Corporate buy-out agreements
  • Subscription agreements

The record book should be kept at the office of the corporation or one of the principals.

Corporate Bylaws

When forming a corporation, it is essential to set up corporate bylaws. These bylaws are an internal document. It's not necessary to do a public filing of bylaws, but they must set out the rules and regulations for the operation of a company.

Incorporator's Statement

The "incorporator" of a company is the individual who signs and files the articles of incorporation. This individual appoints an initial board of directors and sets up the first annual meeting. At this meeting, the shareholders elect the board members for the next term. The incorporator is required to file a statement to be kept with the corporate records that lists the names and addresses of the initial members of the board of directors.

The First Board Meeting

The first board of directors meeting occurs shortly after incorporation. During the meeting, the directors must:

  • Appoint the various officers of the corporation
  • Adopt the company bylaws
  • Choose a corporate bank
  • Authorize stock issue
  • Set the company's fiscal year
  • Adopt the stock certificate form and the corporate seal

If a corporation decides to elect an S corporation designation for tax purposes, it agrees to this election at the first meeting as well.

Company Seal Requirements

A corporate seal is similar to a state seal in that it is used to mark official documents and acts as a type of signature for the corporation. A company seal is a stamp used as a tool to emboss important documents which, in effect, makes them certified by the company. The seal also means that the board of directors of the company has agreed to the documents being stamped.

A company seal must contain certain elements, including:

  • The name of the company
  • The year the company was incorporated
  • The state in which the company's corporate documents are filed

A company is considered to be a separate entity from its owners, so the corporate seal acts as the signature of the corporation itself.

While a corporate seal may be used to stamp any legal document, it is most commonly used on such documents as:

  • Vendor contracts
  • Employment contracts
  • Board of directors meeting minutes
  • Lease agreements
  • Sales agreements
  • Loan documents
  • Other commitments by the company

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