Thousands of businesses have been right where you are now—deciding to incorporate and deciding to use LegalZoom. We provide a user-friendly service for you to incorporate online today in three easy steps. Protect your business and personal assets, share in the fringe benefits of a corporation, and lower your tax bill along the way. You're moving forward with your business, LegalZoom can help.
When incorporating in Illinois with LegalZoom, we not only file your articles of incorporation with the Illinois Secretary of State, but we also prepare customized bylaws and director resolutions. We can also obtain your Federal Tax ID Number (EIN) and provide other customized services for your Illinois corporation.
Illinois Incorporation Information
Incorporating in Illinois
The name of an Illinois corporation:
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check before filing to see which names are available.
- Must be distinguishable from any other registered Illinois business entity and any reserved names on record, subject to certain exceptions under state law;
- May not contain language stating or implying that the corporation is authorized to conduct business in insurance, assurance, indemnity, the acceptance of savings deposits, banking or as a corporate fiduciary unless authorized by the proper state agency;
- Must contain the word "trust", "pawners" or "cooperative" if the corporation is engaged in such types of business;
- Must consist of letters or symbols capable of reproduction by the secretary of state; and
- Must be the name under which the corporation will transact business, unless it has elected an assumed name in compliance with Illinois law. Assumed corporate names must be periodically renewed by the secretary of state.
In addition, the name must contain one of (or an abbreviation of) the following endings, or words or abbreviations of like import in another language:
Illinois state law restricts the use of certain words and phrases in business names. When you incorporate your Illinois corporation with LegalZoom, your business name choices are reviewed for compliance with applicable state laws.
Articles of Incorporation:
When incorporating in Illinois, articles of incorporation must be filed with the Illinois Secretary of State. Illinois law requires that certain information be included in your articles of incorporation. The following is a summary of those requirements:
- Minimum Number of Incorporators: One or more.
- Eligibility Requirements: An incorporator may be either: (1) a natural person at least 18 years old or (2) a corporation.
- Duties: Delivering articles of incorporation to the Secretary of State for filing; fixing the number of initial directors either in the articles or at the organizational meeting.
- Listing Requirements - The name and address of each incorporator incorporating in Illinois must be listed in the articles.
Illinois allows a corporation to be formed for any lawful business activity. A general purpose statement may be stated in the articles.
- Minimum Number of Directors: One or more.
- Eligibility Requirements: Directors must be natural persons who are at least 18 years old. The articles of incorporation or bylaws may prescribe additional qualifications for directors.
- Listing Requirements: Names and addresses of directors are not required in the articles.
- The number of shares of each class that the corporation is authorized to issue must be listed in the articles. In addition, the number of shares that is proposed to be issued, as well as the consideration to be received for such shares, must be included in the articles.
Additional provisions may be included in the articles, such as:
- The names and addresses of the initial directors.
- Denying cumulative voting rights.
- Provisions regulating internal affairs.
- Voting majority requirements.
- An estimate of the value of all property to be owned by the corporation in the following year, both within and outside of Illinois
- An estimate of the value of all business transacted by the business in the following year, both within and outside of Illinois.
A copy of the filed articles of incorporation must be recorded with the clerk of the county where the resident agent resides.
Bylaws govern an Illinois corporation's business and affairs. A corporation maintains its bylaws at its principal executive office and is not required to file them with the government. The board of directors of a corporation may adopt, amend or repeal bylaws, unless the articles reserve this right for the shareholders.
The bylaws may fix the number of directors (except for initial directors, which are determined by the incorporators) and prescribe qualifications for directors that are not inconsistent with the articles of incorporation.
Officers may be listed in the bylaws or elected by the board, in compliance with the bylaws. Additionally, the secretary has authority to certify the bylaws, resolutions and other corporate documents. If provided in the bylaws, any officer may hold more than one office in the corporation.
Every Illinois corporation must have a registered agent in Illinois -- the person or office designated to receive official state correspondence and notice if the corporation is "served" with a lawsuit.
- Eligibility Requirements - The registered agent must be either (1) a resident individual of this state whose business office is the same as the registered office or (2) a corporation with authority to transact business in this state that is authorized by its articles of incorporation to act as such agent and whose business office is the same as the registered office.
Under Illinois law, a professional corporation can be formed to render services within one specific professional category and related services. Medical corporations must be formed pursuant to a different statute and can only be formed for medicine.
A report must be filed with the Illinois Secretary of State each year within the 60 day period prior to the month of incorporation or the extended filing month, if applicable. This report must indicate certain information, including:
Income Tax Rate:
- The corporation's name and principal office address;
- The address of its registered office and the name of its registered agent at that office in this state;
- Information regarding share classes, share volume and paid-in capital;
- Information regarding the corporation's property value and/or location;
- Information on the corporation's status as a women- or minority-owned business; and
- The names and addresses of the directors and officers.
For information on the Illinois state income tax rate, visit: http://www.iltax.com/
Franchise Taxes and License Fees: Illinois requires the payment of a franchise tax and license fee for the exercise of franchises in the state, which is generally due at the time the corporation files its share issuance reports.
S Corporations: S corporation status is recognized by the Illinois Secretary of State.