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Start A Corporation In Illinois

Use our free business tools below to complete your Illinois Articles of Incorporation. This is the document you file directly with the Illinois Department of Business Services to form your corporation.

If you want more, hire us to form your corporation in Illinois for just $39 + state fees. We’ll get your business stood up in minutes with a free domain, website, email, business phone, and more.

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with the help of a Registered Agent

How to Start a Corporation in Illinois

An Illinois corporation is a business with a legal existence separate from its owners. If properly maintained, a corporation can conduct business in its own name and has many of the rights and obligations of a natural person, including the ability to enter into contracts, sue and be sued, hold assets, and pay taxes in its own name.

To start a corporation in Illinois, you’ll need to do three things: appoint a registered agent, choose a name for your business, and file Articles of Incorporation with the Department of Business Services. The articles cost $150 to file (plus a $4 online processing fee). Once filed with the state, this document formally creates your Illinois corporation.

 

 

1. Name Your Corporation

When choosing a name for your Illinois corporation, you’ll need to follow the guidelines in §805 ILCS 5. Basically, your corporation name has to:

  • Include the words “corporation” or an abbreviation, such as “inc.”
  • Not include words or abbreviations that are reserved for other entity types, such as “LLC,” “limited partnership,” or “limited liability company”
  • Not include the words “trust,” “trustee,” or “fiduciary,” unless the business is an authorized corporate fiduciary.
  • Be distinct from any other active business name in Illinois.

Already have a business name? Check to see if it’s available.

Yes. If you need to reserve your name until you’re ready to officially start your corporation, you can submit an Application for Reservation of Name to the Illinois Department of Business Services to reserve the name for up to 90 days. The filing fee is $25.

Your corporation’s official name is the one written on your Articles of Incorporation. Any other name your corporation does business under is an assumed business name (sometimes called a fictitious business name or DBA). Assumed business names need to be registered with the Illinois Secretary of State’s office.

Considering using an assumed business name? Learn How to Get an Illinois DBA.

2. Designate a Registered Agent

Your business needs an Illinois registered agent. A registered agent is a person or business entity designated to accept service of process (legal mail, including lawsuits) on behalf of your business. All Illinois corporations are required to maintain a registered agent. You’ll have to include your registered agent’s name and address in the Articles of Incorporation.

Learn why the pros use a registered agent service.

Illinois’s registered agent rules are outlined in §805 ILCS 180/1-35. Registered agents are required to:

  • Have a physical address (not a P.O. box) in the state of Illinois.
  • Hold regular business hours.
  • Accept legal mail on your business’s behalf and deliver it to you promptly.

Yes. However, if you are your own registered agent, you will have to put your own name and address on the public record. You will also need to be at your address during regular business hours to accept service of process.

Yes, you can change your registered agent in Illinois by filing a Statement of Change of Registered Agent with the Illinois Secretary of State and paying the $25 filing fee.

3. Submit Articles of Incorporation

Your corporation won’t be official until the Illinois Secretary of State approves your Articles of Incorporation. You can submit your Articles online, by mail, or in person.

Note: All of the information on this form will become part of the public record.

Here is the information you will need to provide:

  • Company name: Should include “corporation” or an abbreviation.
  • Business address: Must be a street address in Illinois.
  • Formation date: Indicate whether you want your business to become official immediately or at a later date (no more than 60 days after filing).
  • Registered agent: Someone authorized to accept legal mail on behalf of your corporation.
  • Registered office: Must be a street address in Illinois.
  • Purpose: Must include any lawful business the corporation will conduct.
  • Authorized Shares: Must include issued shares and consideration received.
  • Name of Directors: Must include names and addresses of anyone on the initial board.
  • Business duration (optional): If you want your business to dissolve on a certain date, add it here.
  • Incorporators: Must include the names and addresses of all your incorporators.

It’s true that when you submit your Articles of Incorporation to the state, all the names and addresses listed on it become part of the public record. Marketing firms are experts at finding this information and using it to send you junk mail.

The best way to limit the amount of personal information you share is by hiring a registered agent service that will put their address on this form instead of yours wherever possible.

You can submit your articles online, by mail, or in person.

By mail or in person:

Department of Business Services
Limited Liability Division
501 S. Second St., Rm. 351
Springfield, IL 62756

Online:

Illinois Secretary of State website

Start Your Illinois Corporation Today!

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4. Get an EIN

Your federal employer identification number (commonly known as an EIN or FEIN) is similar to a social security number for your business. The IRS assigns these numbers and uses them to easily identify individual corporations on tax filings, including federal corporate income tax returns.

Learn how to get an EIN for your corporation.

The IRS requires corporations to get an EIN for their federal tax filings. You may also be asked for your EIN when opening a bank account, securing a loan, or applying for local business permits and licenses.

5. File the Beneficial Ownership Information Report

As of January 1, 2024, most US corporations need to file a Beneficial Ownership Information (BOI) Report with the Financial Crimes Enforcement Network (FinCEN). Entities required to file the BOI Report (called reporting companies) need to provide identifying information about the company and its beneficial owners. Newly formed companies must also provide information about the company applicant.

  • Beneficial Owner: Includes everyone with at least 25% ownership stake in the corporation or with substantial control over company operations, such as senior officers and General Counsel.
  • Company Applicant: The person who filed your corporation’s Illinois Articles of Incorporation with the Department of Business Services. This person is also known as your incorporator. Only companies formed in 2024 or later need to include company applicant information in their BOI Report.

You can file the BOI Report online via FinCEN’s E-filing system or hire us to handle it for you for $9.

The deadline for your first BOI Report will depend on when you incorporated. If your company was formed…

  • Before 2024, you need to file by January 1, 2025.
  • In 2024, you must file within 90 days of incorporation.
  • In 2025 or later, file within 30 days of incorporation.

New corporations must provide information about each beneficial owner and their company applicant. (Corporations formed before 2024 don’t need to give company applicant information.) You’ll also need to provide some basic company information.

Beneficial owner and company applicant information: 

  • Full name
  • Date of birth
  • Residential or business street address
  • Personal identification document (such as a driver’s license or passport), including the ID number

Company information:

  • Legal business name
  • Any DBAs/assumed business names
  • Business street address
  • State of incorporation
  • Employer Identification Number (EIN)

Yes. Any time information that’s required on the BOI Report changes, (such as the chief officers, company name, or address) you’ll need to file an updated report within 30 days. You can use FinCEN’s E-filing system to file your updated report for free.

No. Unlike the information on your Illinois Articles of Incorporation, your BOI Report won’t be publicly available. The only groups that will be able to access BOI Report information are US government agencies, law enforcement, and financial institutions (for customer verification purposes).

Yes, there are 23 classes of exemption from the BOI Report. The most common exemptions include:

  • Large operating companies
  • Most financial companies, such as banks and credit unions
  • Investment companies registered with the Securities and Exchange Commission (SEC)
  • Insurance companies registered with a state or federal agency
  • Public utilities companies registered with a state or federal agency
  • Tax-exempt entities

6. Write Corporate Bylaws

Bylaws are the internal rules that govern your corporation. They put into writing how decisions will be made and who gets to make those decisions. All the major organizational processes and procedures for your corporation will go in your bylaws.

For more on Illinois Corporate Bylaws (including free Illinois Corporate Bylaws templates), see our Illinois Corporate Bylaws resource.

Yes. IL Statute §805 ILCS 5/2.20 notes that bylaws shall be adopted either by the incorporators or board of directors. Bylaws are usually adopted at the corporation’s initial organizational meeting.

You don’t have to submit bylaws to the state though. Corporate bylaws are internal documents you keep with your other corporate records, such as meeting minutes and resolutions.

Creating bylaws can be overwhelming—where do you start? Northwest can help. We give you free corporate bylaws when you hire us to form your Illinois corporation. We know what kinds of topics and questions corporations need to address, and we’ve spent years refining and improving our forms. We offer many other free corporate forms as well, including templates for resolutions and meeting minutes.

Corporate bylaws cover basic policies and procedures for issues such as company finances and management. Bylaws should cover a range of topics, answering key questions like those below:

  • Meetings: When and where will meetings for shareholders and directors be held? How many attendees are required to transact business? What are the procedures for voting or proxy voting? How do you call a special meeting? What actions can be taken without a meeting?

  • Stock: How are stock certificates issued and transferred? How is voting affected by issues such as corporate stock owners or fractional shares?

  • Directors and officers: How many directors must there be? Which officer positions are required? What powers do they have? How do you fill a vacancy or remove a director or officer?

  • Finances: What are the procedures for retaining profits, issuing dividends, and paying bills? Who can withdraw money from the corporate bank account or sign checks?

  • Records: Where is the corporate book to be kept? What information will be maintained? How are requests for review or access honored? Can records or copies be kept or distributed digitally?

  • Amendments and emergencies: Who can amend bylaws and how? Can emergency bylaws be adopted in the case of disaster?

Corporate bylaws can make other provisions as well, assuming additions are in accordance with state law.

7. Hold an Organizational Meeting

An organizational meeting is the first official meeting of the corporation after the business is legally formed with the state. At this meeting, bylaws are adopted, officers are appointed, and any other initial business is conducted. The first meeting minutes should also be recorded and added to your corporate record book.

Meetings are held at the call of a majority of incorporators (or directors, if named in the articles), and aren’t required to be held in Illinois. Any initial business actions can be taken without an organizational meeting, if written or electronically-transmitted consent describes the action taken and is signed by each incorporator.

8. Open a Corporate Bank Account

Businesses that mix personal and business finances together risk losing their liability protections, so your corporation will need its own bank account. In addition, a corporate bank account is essential for easily accepting payments, paying bills and holding funds.

To open a corporate bank account in Illinois, you’ll need to bring the following with you to the bank:

  • A copy of the corporation’s Articles of Incorporation

  • The corporation’s bylaws

  • The corporation’s EIN

If your bylaws don’t specifically assign the power to open a bank account, you may also want to bring a corporate resolution to open a bank account. The resolution would state that the person going to the bank is authorized by the business to open the account in the name of the corporation. At Northwest, we provide free corporate bank resolutions, along with many other free corporate forms, to help you get started fast.

9. File State Reports & Taxes

In Illinois, corporations file an annual report each year, along with a state franchise tax. In addition, the state has a corporate net income tax and an unusual business tax called a “personal property replacement tax.”

The Illinois Annual Report and Franchise Tax is a combined filing you must submit each year. The first half of the form is the Annual Report part, so it’s fairly straightforward. You update information on directors, officers and shares. You must also confirm your registered agent and office (but you can’t actually update this information here—that requires a $25 fee and a Statement of Change form).

The second half of the form helps you calculate your franchise tax, which can either be based on paid-in capital (at a rate between 0.1% and 0.15%) or an “allocation factor,” which takes into account your gross assets and revenue.

A minimum of $75. The annual report has a flat fee of $75, but you’ll also need to pay however much franchise tax is owed. There is some good news though—the state is phasing out the franchise tax over the next few years. In the meantime, franchise tax exemptions increase each year until the tax goes away in 2024. In 2021, the first $1K is exempt. In 2022, the first $10K is exempt, and in 2023, the first $100K is exempt.

The filing is due before the first day of your anniversary month (the month you first incorporated). For example, if you formed your business on April 17th, you’re required to file by March 31st.each year.

These filings can be easy to forget—which is why we send our clients automatic reminders for your Illinois Annual Report and Franchise Tax filings. Or better yet, let us file for you. With our business renewal service, we send you the completed annual report for you to add your tax information, then submit the report for you for $100 plus the state fee and any tax owed.

Besides the annual franchise tax discussed above, Illinois corporations have two more major taxes to contend with: a corporate net income tax and a personal property replacement tax.

The corporate income tax rate is a flat 7%. The personal property replacement tax (which weirdly has nothing to do with property) also taxes net income. The rate is 2.5% for standard C corporations and 1.5% for S corporations. Essentially, this means a typical corporation pays a combined 9.5% rate on their net income.

The Illinois sales tax is 6.25%. City, county and specialty sales taxes can be tacked on as well, making the average total sales tax 7.758%.

Yes, if you conduct business in Illinois, you’re required to register with the Illinois Department of Revenue. You can register via MyTaxIllinois or by filing an Illinois Business Registration Application. You’ll need your EIN before you can register.

Ready to Start a Corporation in Illinois?