Illinois annual report Filing Directions

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Illinois annual report Filing Instructions

What is the cost to file the Illinois annual report?

  • IL Corporations and PCs-domestic and foreign: $75 plus a $25 minimum franchise tax
  • IL LLCs: $250
  • IL Nonprofit corporations: $10
  • IL LPs-domestic and foreign: $100
  • IL LLPs-domestic: $100 per partner-$200 minimum to $5000 maximum
  • IL LLPs-foreign: $300
  • IL LLLPs: No report
  • IL Charity: $15

Online filing requires an additional $50 expedite fee.

How to file your annual report with the Illinois Department of Business Services:

Illinois offers online annual report filing for domestic corporations, domestic nonprofits and domestic and foreign limited liability companies. The online system can only be used if the corporation has not changed the authorized shares and it does not own property outside Illinois. The online annual report filing is more expensive because Illinois charges the expedite fee automatically for all online filings. Foreign corporations cannot file online.

The paper annual report forms can be downloaded from the IL Secretary of State site, or they are in your online account when you sign up for our Illinois registered agent services.

If you have a domestic or foreign corporation in Illinois, take a deep breath. We have tried to provide step by step instructions for you, but most people still struggle with the Illinois corporation annual report. We don’t know why the State of Illinois thinks it is acceptable to put small business owners through filling out this form.

Basic Info:
Keep in mind that there are different annual report forms for domestic corporations and foreign corporations. The first half of the corporate annual report is easy to figure out. You have to provide the registered agent information, but you can’t use the annual report form to change your Illinois registered agent. There is a separate filing with the Secretary of State to do that. You will have to list all of the officers and directors of your corporation.

Shares:
You will need to complete the section for number of shares authorized and issued. Don’t be intimidated. Check your corporate records to find out the number, class and par value of the shares. This might be in your articles of incorporation or your corporate record book.

You can have different classes of shares. Sometimes people even have a series underneath the classes. Bigger companies might use this system for investors to not give any real rights to the investors buying a certain series. The majority of corporations would list their class as common and leave the series field blank. I would bet that 95% of Illinois corporations don’t have series of shares.

The par value of your shares is usually zero, a penny, or a dollar. You could change the par value at any time.

The number of shares authorized would be in your articles of incorporation. You usually would issue shares at your initial meeting of your corporation. Most people forget, or don't even hold an annual meeting. If this is you, you will need to look back on your previous annual reports if you've filed them with Illinois and see what you put down previously. You might even have to go digging in your annual meeting record book and see if you ever even issued any shares. It's ok to put zero, but more than likely you issued all of the shares you authorized.

Paid in Capital:
This is just the money you started your corporation with. If you check your articles of incorporation or your corporate bylaws, you should be able to find out the amount paid in.

Franchise Tax:
Here's the bottom line. Corporations have a $75 annual report and $25 minimum franchise tax. If you started the company with a paid in capital of less than $25,000, you fall under the minimum franchise tax. If you have paid in capital of $50,000, your fee is $50. If you have paid in capital of 1 million dollars, your fee is $1,000. So that doesn't sound too bad if you have a million of capital put in the company, right?

If you have a corporation, and you don't file tax returns for a living, understand allocation factors, and don't want to disclose personal information on your company, I suggest marking 10B and paying based on your capital.

Allocation Factor:
You can choose to pay the franchise tax based on the paid in capital OR if you'd like to try to get that fee down, you can venture into section #9 to figure out your allocation factor. The equation is actually pretty simple. When you come up with that number, you HAVE to add 6 zeros after it, or the Illinois SOS will reject your report. Filling out number 9 forces you to disclose the gross assets of the company and the gross revenue, which is a little invasive, and your competitors can order a copy of your report.

This is my open letter to Jesse White, Illinois Secretary of State...
"You should pay a plumber, an architect, a lawyer, a CPA, a hot dog vendor, a real estate broker, a carpenter and a janitorial company owner to come into your office and watch them all try to fill this report out at once. I bet they all laugh at the form when they look at it! You should then start crossing off requirements, sentences, etc...until 90% of them could fill the franchise tax report out in under 10 minutes without questions. Barring Maryland, your report is the worst in America."

IL LLPs and LPs compliance requirements:

IL LLPs, both domestic and foreign, must file a Renewal Statement each year within 60 days of anniversary, as the Statement of Qualification expires every year. The form must be downloaded from the Department website and mailed in with the fee.

IL LPs, both domestic and foreign, file an annual report form each year also, before the anniversary date of the partnership. This form must be downloaded from the Department website and mailed in with the fee.

Does Illinois have an initial report requirement?

No.

When is the Illinois annual report Due?

Illinois annual reports are due by the day before the first day of the anniversary month. In other words, the last day of the month before the anniversary month starts. So if your filing date is April 15th, your report will always be due on March 31st.

Illinois charities are required to register with the Illinois Attorney General and file an annual report each year. The annual report is due six months after the fiscal year end; generally June 31st.

Late fees?

IL LLCs: Pay $300 if 60 days late.
IL Corporations: Pay a late fee that is based on the annual franchise tax. The form tells you how to calculate your penalty fee amount.
IL Nonprofits: $3.
IL Charities: $100

How do I get notified?

Illinois Secretary of State mails the annual report to your Illinois registered agent.

Who can file Illinois annual reports?

  • IL Domestic and foreign corporation annual reports need to be signed by an officer listed in the report.
  • IL LLCs annual reports must be signed by the manager or a member listed in the report.
  • IL LLPs and LPs annual reports must be filed by a partner.

Are original signatures needed?

Yes the paper reports will need original signatures.

Resources:

Office of Illinois Secretary of State
Department of Business Services
501 S. Second St. Rm. 351
Springfield, IL 62756
Phone: (217) 782-7808

Domestic corporation annual report online: http://www.ilsos.gov/soar/
Domestic or foreign LLC annual report online: http://www.ilsos.gov/llcarpt/
Charity Registration: http://illinoisattorneygeneral.gov/charities/register_report.html

Disclaimer: To the credit of the Illinois Department of Business Services, on November 15, 2011, Mr. Derek White called with valuable corrections to our information. Derek was very gracious with his helpful advice and we appreciate it.

Select a state to view detailed information about filing the annual report for that state:



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