Illinois Annual Report Filing Instructions

Illinois Annual Filing Instructions

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

The Illinois annual report system is one of the worst in the U.S.. It's expensive and confusing. I'll try to guide you through this. 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 off your capital.

The Illinois annual report is a screaming example of government red tape that has zero common sense. It is beyond me how anyone that is actually in charge of the Illinois Secretary of State (probably making 6 figures plus) thinks this is an acceptable form to put small business owners through.

You can file a domestic Illinois corporation online if it doesn't own property outside of Illinois and has not changed its authorized shares, issued shares or capital. Basically, if there are no changes at all.

You can file a domestic or foreign Illinois LLC online unless it is not in good standing or needs to change its Illinois registered agent. LLC's do not have to pay the franchise tax.

If you do the paper forms, they are all in your client section if you use our services as your Illinois registered agent. They also can be downloaded off the Illinois Secretary of State website below.

The LLC form is the LLC-50.1. If you have an Illinois LLC, consider yourself lucky. This form is not hard to fill out. You need to list your registered agent name and address (you can't change the registered agent on this form), the State of organization, the date you filed in Illinois, the principal address for the business, names and addresses of the managers or members, date, sign and make sure to put your name and title.

There are separate annual reports for corporations depending on if you have a domestic corporation or a foreign corporation. Please make sure to get the right one depending on your situation. You have to list the President, Secretary, Treasurer and directors of the corporation. You have to list out the registered agent name and address even though you can't change it.

The shares section often confuses people.

You can have different classes of shares. Sometimes people make it even more complicated and have series underneath the classes. Bigger companies or investment companies might use this system for investors to not give any real rights to the investors with the series of classes of shares they buy in the company. I bet 95% of Illinois corporations don't have the series.

The majority of corporations will list their class as common and leave the series field blank. Par value is usually at zero, a penny or a dollar. This is kind of an irrelevant number because you could change the par value at any time. You will have to look at your articles of incorporation to figure this out. Number of shares authorized will be set out in your initial articles. You usually would issue a certain number of 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.

You need to list your amount of paid in capital. This is what you started the company with, and will probably be listed on your articles and your corporation bylaws.

Next is the annual franchise tax report and fees. This is where I usually get the "I give up" phone call.

Here's the bottom line. There is a minimum $25.00 filing fee for the franchise tax report. So, you have a $75.00 annual report and $25.00 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 $50.00. If you have paid in capital of 1 million dollars, your fee is $1,000.00. So that doesn't sound too bad if you have a million of capital put in the company, right?? If you'd like to try to get that fee down, you can venture into the #9 section allocation factor. A, B, C & D are easy for you to figure out. 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 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.

When is the Illinois Annual Report due?

What is the cost to file the Illinois annual report?

Late fees?

Payment options?

How do I get notified?

Who can file Illinois annual reports?

Are original signatures needed?

Is an original report needed?

You can file and pay online now at the Illinois website:

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.