Key Takeaways

  • Every Illinois corporation must file an Illinois corporate annual report yearly to stay in good standing.
  • Filing can be done online or by mail, but online filings include a $50 expedite fee.
  • Reports are due by the end of the corporation’s anniversary month.
  • Missing a filing deadline can result in penalties and possible administrative dissolution.
  • Changes to key corporate information require separate filings and cannot always be made with the annual report.
  • Franchise tax calculations may be required and exemptions apply starting in 2024 and 2025.
  • Nonprofits, LLCs, and partnerships also have annual reporting requirements with different rules.

The Illinois corporation annual report is a comprehensive report on the activities of the company throughout the past year. The purpose of the annual report is to provide shareholders with information about the financial performance and the activities of the company.

Corporation Annual Report

After you form a corporation, you need to complete a few steps every year or so to make sure your business remains in compliance.

The annual report needs to be filed by one of the officers of the corporation. The officer must be listed in the section of the report for officers.

Many business owners find Illinois annual reports confusing and expensive. It is essential that corporations in Illinois keep complete corporate records at their main place of business.

Most business owners find it faster to file the annual report online. However, business owners who decide to file the annual report online are automatically charged a $50 expedite fee.

The annual report for each business is due during the month the business owner had originally registered the corporation with the state of Illinois. The annual report is due by the end of said month. For example, if you formed your corporation in the state of Illinois on March 12, your annual report will be due by March 31 every year.

Business owners should keep in mind that they cannot change the registered office or registered agent by electronically filing the annual report.

However, if a corporation needs to change their registered office and/or registered agent, they can use the paper form BCA 5.20/5.10. This paper form is called the Statement of Change of Registered Office and/or Change of Registered Agent respectively. However, to do this, the corporation needs to be in good standing with the state.

Any annual report that is filed electronically will be viewed as the original filing even if the secretary of state returned a paper-form annual report un-filed to be revised. 

All interest and penalties incurred by the current date need to be paid. These penalties and interest need to be paid along with the franchise tax and the filing fee at filing time.

If the corporation possesses property outside of the state of Illinois and/or conducts business outside of the state of Illinois, the annual report can't be filed on the Internet. The annual report can't be filed on the web if changes have been made to the following:

  • Issued shares
  • Paid-in capital
  • Authorized shares

In such an instance, the annual report needs to be filed on paper. The appropriate documents making the changes to the paid-in capital, authorized shares, or issued shares need to accompany the annual report.

You can find out the class, par value, and number of shares by checking the corporate records. You may find this in your corporate record book or in the articles of incorporation.

It is possible to have various classes of shares. In some cases, business owners will have a series below the classes. Larger companies may take advantage of this system for investors so that no real rights are granted to the investors purchasing a certain series. However, most corporations list the class as "common." The majority of corporations leave the field for the series blank.

About 95 percent of all corporations in the state of Illinois don't have a series of shares. The par value for shares is usually a dollar, a penny, or zero. A business owner can change the par value at any moment in time.

The articles of incorporation should include information about the number of shares authorized.

Most business owners issues shares at the first meeting of their corporation.

There are some business owners who forget to hold an annual meeting and still more who simply don't hold annual meetings. To look up information related to shares, you will need to take a look at your past annual reports. You may even find it necessary to look through the annual meeting record book to determine whether you even issued shares. While it's fine to put zero, it is more likely that you issued every share that you authorized.

Common Mistakes to Avoid When Filing

Business owners should carefully avoid the following errors:

  • Failing to update officer or director information separately before filing
  • Incorrect franchise tax calculations
  • Filing late and accruing unnecessary penalties
  • Attempting to make prohibited changes (like changing registered agent) through the annual report form ​.

Keeping accurate corporate records and reviewing them before filing can help prevent these mistakes.

Penalties for Late Filing

Failure to submit the Illinois corporate annual report by the due date can result in:

  • For corporations: A late penalty equal to 10% of the franchise tax owed.
  • For LLCs: A $100 late fee if filed more than 60 days late.
  • For nonprofits: A modest $3 penalty .

Additionally, failing to file can cause a business to lose its good standing status, leading to further complications such as administrative dissolution .

Illinois Franchise Tax and Exemptions

Corporations filing an Illinois corporate annual report must calculate and pay a franchise tax if applicable. The franchise tax is based either on the value of property and transactions or the corporation’s paid-in capital. Most businesses choose the method that results in the lower tax .

Recent exemptions include:

  • 2024 filings: The first $5,000 of paid-in capital is exempt.
  • 2025 filings onward: The exemption increases to $10,000 .

Franchise taxes are payable when filing the annual report. Payments can be made electronically through the Secretary of State’s portal or by mail .

Information Required for the Illinois Corporate Annual Report

When filing the Illinois corporate annual report, you must provide:

  • Corporation name
  • Principal office address
  • Registered agent’s name and office address
  • Names and addresses of all corporate officers and directors
  • Date of incorporation
  • Issued shares, authorized shares, paid-in capital (if applicable)
  • Calculation of any franchise tax owed (for corporations) .

For nonprofit corporations, at least three directors must be listed, along with the nature of the nonprofit’s activities .

Illinois Corporate Annual Report Filing Methods

You can file your Illinois corporate annual report in two ways:

  • Online Filing: Through the Illinois Secretary of State’s website. Be aware that an automatic $50 expedite fee is added.
  • Mail Filing: You may also submit the report by mailing a completed Form BCA 14.05 to the Secretary of State’s office. Certain corporations, like those making changes to shares or having out-of-state activities, must file by mail ​.

Limited partnerships can only file by mail at this time.

When to File the Illinois Corporate Annual Report

Illinois requires corporations to file their annual reports each year before the last day of the month preceding the corporation’s anniversary month. For instance, if your business incorporated on July 15, your annual report is due by June 30 of every year. Missing the due date may result in late penalties and the loss of good standing with the Illinois Secretary of State.

Frequently Asked Questions

  1. When is the Illinois corporate annual report due?
    The report is due by the last day of the month prior to the corporation’s anniversary month of formation.
  2. Can I file my Illinois corporate annual report online?
    Yes, corporations can file online through the Secretary of State’s portal, but a $50 expedite fee applies.
  3. What happens if I don't file my annual report on time?
    Late filings may incur penalties, cause the business to lose good standing, and lead to administrative dissolution.
  4. Does my corporation need to pay a franchise tax with the annual report?
    Yes, most for-profit corporations must pay a franchise tax when submitting the annual report, although certain exemptions apply.
  5. Can I change my registered agent information through the annual report filing?
    No, changes to a registered agent or office must be made separately using Form BCA 5.10/5.20.

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