How to Incorporate in Illinois
Illinois Secretary of State—Department of Business Services
501 South 2nd Street—Room 350
Springfield, IL 62756-0001
Statutory Authority: Business Corporation Act of 1983 — Ill. Comp. Stat. § 805-5 (2013)
Illinois Incorporation General Filing Instructions
1. Confirm availability of company name and reserve if necessary.
2. Complete the “Articles of Incorporation.”
3. Prepare a Letter of Transmittal.
4. Submit the completed documents, a photocopy of each, and filing fees to the Illinois Secretary of State.
Illinois Articles of Incorporation
The following information is legally necessary and sufficient to for a corporation in Illinois:
1. Company name
2. Registered agent name and address
3. Business purpose
4. Authorized shares, issued shares, and consideration received
6. Signature, printed name, and street address of each incorporator
7. Return address
Illinois Incorporation Fee Schedule
Application for Reservation of Name: $25.00
Articles of Incorporation: $150.00 plus $25.00 minimum franchise tax (by mail), $281.25 (online)
Application for Authority to Transact Business in Illinois: $150.00
Expedited Service: $50.00
Certified Copy: $50.00
Annual Report: $75.00 plus $25.00 minimum franchise tax
Articles of Dissolution: $5.00
Your company name must end with a corporate designator. In Illinois the specific corporate designators are: “Corporation” “Company” “Incorporated” “Limited” “Corp.” “Co.” “Inc.” “Ltd.”
Conduct an entity name search on the Illinois Secretary of State website to confirm the availability of your company name.
If the name you want is available you can reserve it for 90 days by filing an “Application for Reservation of Name” and paying a name reservation fee of $25.00. NOTE: Reserving your name is optional.
The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.
Illinois requires that every business entity have and maintain a registered agent in the state. The registered agent may be either an Illinois resident or active Illinois business entity that has an Illinois street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.
NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are an Illinois resident and have an Illinois street address.
The state provided forms ask for and specify what is legally sufficient and necessary to form an Illinois corporation. Nevertheless, Illinois permits you to add other provisions to your Articles of Incorporation as an attachment.
The most common optional provisions are the following:
☐ Terms and qualifications of directors
☐ Terms and qualifications of officers
☐ Indemnification of directors
☐ Indemnification of officers
☐ Powers, rights, and responsibilities of shareholders
☐ Powers, rights and responsibilities of directors
☐ Powers, rights, and responsibilities of officers
☐ Designation of different classes of stock
☐ Preemptive rights
☐ Cumulative voting rights
☐ Close corporation election
Post formation and ongoing compliance
1. Draft and adopt bylaws.
2. Hold initial organizational meeting.
3. Obtain a federal employer identification number by completing IRS Form SS-4.
4. If electing S corporation status complete IRS Form 2553.
5. Open company bank account.
6. Create and maintain company records book.
7. Hold annual meetings.
8. File an Annual Report and pay annual franchise tax.
Registering as a Foreign Entity
1. Complete the “Application for Authority to Transact Business in Illinois.”
2. Attach a certified copy of the articles of incorporation, duly authenticated, within the last 90 days, by the proper officer of the state where the corporation is incorporated.
3. Submit the completed documents, along with the filing fees, to the Illinois Secretary of State.
Dissolving an Illinois Corporation
1. Complete the “Articles of Dissolution.”
2. Submit the completed document in duplicate, along with the $5.00 filing fee, to the Illinois Secretary of State.