Illinois Articles of Incorporation
Illinois articles of incorporation form a corporation by filing Form BCA 2.10 with the Secretary of State for $150, setting the name, purpose, agent, and shares. Attorney review available.
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Introduction
Illinois still imposes a corporate franchise tax (805 ILCS 5/15.35), with the first $10,000 of liability exempt on and after January 1, 2025, so most small corporations owe $0 even though the tax is not repealed; you create the corporation it applies to as a separate legal entity by filing the Articles of Incorporation (Form BCA 2.10) with the Illinois Secretary of State. Filing brings the corporation into existence so it can own property, sign contracts, and give its owners limited liability for the debts of the business. Illinois law requires the articles to set forth the corporation name, a statement of purpose, the initial registered office and registered agent, the incorporators, and the number of shares of each class the corporation is authorized to issue (805 ILCS 5/2.10). The filing fee paid to the Secretary of State is $150 (805 ILCS 5/15.10). Illinois still imposes a corporate franchise tax (805 ILCS 5/15.35): an initial franchise tax at filing based on paid-in capital, with a minimum of $25, plus an annual franchise tax. On and after January 1, 2025, the first $10,000 of franchise-tax liability is exempt, so most small corporations owe $0, but the tax has not been repealed. Each year the corporation must file an annual report with the Secretary of State, with a $75 fee (805 ILCS 5/15.10), due before the first day of the anniversary month. DocDraft builds your Illinois articles of incorporation from your facts, with attorney review available before you file.
Key Things to Know
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Illinois still has a corporate franchise tax on the books, and the corporation it applies to becomes a separate legal entity only once you file the Articles of Incorporation (Form BCA 2.10) with the Secretary of State.
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You file the articles with the Illinois Secretary of State and pay a $150 filing fee (805 ILCS 5/15.10). The Secretary of State is the filing office for forming an Illinois corporation.
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Illinois requires the articles to set forth the corporation name, a statement of purpose, the initial registered office and registered agent, the incorporators, and the number of shares of each class the corporation is authorized to issue (805 ILCS 5/2.10).
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The registered agent named in the articles must have a registered office with an Illinois street address and agree to accept legal papers for the corporation (805 ILCS 5/5.05).
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Illinois still imposes a corporate franchise tax (805 ILCS 5/15.35), with a minimum of $25. On and after January 1, 2025, the first $10,000 of franchise-tax liability is exempt, so most small corporations owe $0, but the tax has not been repealed.
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Each year the corporation must file an annual report with the Secretary of State, with a $75 fee (805 ILCS 5/15.10), due before the first day of the anniversary month. It updates the state on the officers, directors, address, and registered agent.
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Articles of incorporation form a corporation. To form an Illinois limited liability company you file articles of organization (Form LLC-5.5) instead, and corporate bylaws are a separate internal document the corporation keeps rather than files.
Key decisions before you file
Before you file a Articles of Incorporation in Illinois, a few decisions shape the document: which option to choose and what each one means. The Articles of Incorporation guide walks through them.
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Illinois Requirements for Articles of Incorporation
An Illinois corporation is formed by filing the Articles of Incorporation (Form BCA 2.10) with the Illinois Secretary of State. The filing fee is $150 (805 ILCS 5/15.10). The corporation legally exists once the Secretary of State files the articles and issues the certificate of incorporation.
The corporation name in the articles must include a word such as Corporation, Incorporated, Company, or Limited, or an abbreviation, and must be distinguishable from other entities on file with the Illinois Secretary of State (805 ILCS 5/2.10).
Illinois articles include a purpose statement that the corporation is organized for the transaction of any lawful business for which corporations may be incorporated under the Business Corporation Act of 1983 (805 ILCS 5/2.10).
The articles must state the initial registered office in Illinois and the name of the initial registered agent at that office, and the agent must accept legal papers for the corporation (805 ILCS 5/2.10, 5/5.05).
The articles must state the number of shares of each class the corporation is authorized to issue, and the number of shares proposed to be issued and the consideration to be received (805 ILCS 5/2.10).
Illinois still imposes a corporate franchise tax (805 ILCS 5/15.35), with a minimum of $25. On and after January 1, 2025, the first $10,000 of franchise-tax liability is exempt, so most small corporations owe $0, but the tax has not been repealed. Confirm the current figure with the Secretary of State.
Each year the corporation must file an annual report (Form BCA 14.05) with the Secretary of State, with a $75 fee (805 ILCS 5/15.10), due before the first day of the anniversary month, along with any annual franchise tax due.
Articles of incorporation form a corporation. To form an Illinois limited liability company you file articles of organization (Form LLC-5.5) instead. Corporate bylaws are a separate internal document the corporation keeps rather than files with the state.
Frequently Asked Questions
In Illinois, articles of incorporation are the founding document you file with the Secretary of State to create a corporation. Filing them makes the corporation a separate legal entity that can own property, sign contracts, and shield its owners from personal liability for the debts of the business. A corporation is formed by filing the Articles of Incorporation (Form BCA 2.10), which sets out the corporation name, its purpose, its registered office and registered agent, the incorporators, and the number of shares it is authorized to issue (805 ILCS 5/2.10).
In Illinois, articles of incorporation create a corporation, which has shareholders, directors, and shares of stock and files Form BCA 2.10. Articles of organization create a limited liability company (LLC), which has members instead of shareholders, issues no stock, and files Form LLC-5.5. Both are filed with the Illinois Secretary of State and both form a separate legal entity, but they create different kinds of entities under different parts of Illinois law. Choose the one that matches the entity you want.
You file the Articles of Incorporation (Form BCA 2.10) with the Illinois Secretary of State, and the filing fee is $150 (805 ILCS 5/15.10). A minimum initial franchise tax may also apply at filing, though the first $10,000 of franchise-tax liability is exempt on and after January 1, 2025. Once the Secretary of State accepts and files the articles, the corporation legally exists in Illinois and the state issues a certificate of incorporation.
Illinois requires the articles to set forth the corporation name, which must include a corporate designator and be distinguishable from other entities; a statement of purpose; the address of the initial registered office and the name of the initial registered agent at that office; the name and address of each incorporator; and the number of shares of each class the corporation is authorized to issue (805 ILCS 5/2.10). The incorporators sign the articles.
The registered agent named in Illinois articles of incorporation must have a registered office with an Illinois street address, not just a post office box, and agree to accept legal papers for the corporation (805 ILCS 5/5.05). The agent can be an individual who resides in Illinois or a company authorized to do business in Illinois. The corporation must keep a registered agent and registered office on file so the state and other parties know where to serve documents.
Illinois still imposes a corporate franchise tax on domestic corporations (805 ILCS 5/15.35), so the tax has not been repealed. There is an initial franchise tax at filing based on paid-in capital and an annual franchise tax, each with a minimum of $25. On and after January 1, 2025, the first $10,000 of franchise-tax liability is exempt, so most small corporations owe $0. This is a tax rule, not legal advice, so confirm the current figure with the Secretary of State.
The Illinois annual report is a filing that updates the Secretary of State on the corporation officers, directors, principal address, and registered agent. An Illinois corporation must file it each year with a $75 fee (805 ILCS 5/15.10), due before the first day of the anniversary month, along with any annual franchise tax due. Filing on time keeps the corporation in good standing; missing it can lead to penalties or administrative dissolution.
In Illinois, articles of incorporation are the short public document you file with the Secretary of State to create the corporation. Bylaws are a longer internal document the corporation adopts and keeps in its own records, not filed with the state, setting the rules for how the corporation is run, such as how directors are elected and how meetings are held. You need the Illinois articles to exist as a corporation and the bylaws to govern it day to day.