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$10,000 of liability exempt on and after January 1, 2025, so most small corporations owe $0 even though the tax is not repealed; you create the corporation it applies to as a separate legal entity by filing the Articles of Incorporation (Form BCA 2.10) with the Illinois Secretary of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the first $10,000 of franchise-tax liability is exempt, so most small corporations owe $0, but the tax has not been repealed.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).
- 5
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
File Form BCA 2.10 With the Secretary of State
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.
Corporate Name With a Designator
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).
Statement of Purpose
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).
Registered Office and Registered Agent
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).
Authorized Shares
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).
Corporate Franchise Tax
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.
Annual Report
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.
Corporation Versus LLC
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.