Illinois Incorporation, LLC, and Not-for-Profit Information

The formation document required to file a corporation in Illinois is called the Articles of Incorporation. The information listed in the Articles of Incorporation includes, but not limited to, the name of the company, purpose, county in which the office of the corporation is to be located, shares, par value, incorporators name and address.

Illinois law does allow for the formation of Professional Corporations (PC's).

Corporations are managed by their Board of Directors. The minimum number of directors required in Illinois is 1 and they must be 18 years old. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.

The company bylaws regulate the way in which your company will be run. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director/shareholder meetings, voting responsibilities, stock issue procedures and other operating procedures.

All Illinois corporations will be required to file an Annual Report every year with the Department of State. It consists of a State filing fee plus any applicable Franchise Tax. The State sends notices to the registered agent 2 months before due date. The statement is due the last day of the month prior to the formation month starting the second year after formation. Failure to file the annual report may result in the company becoming inactive.

Corporations can register an Assumed Name (DBA) with the Secretary of State Department of Business Services. If a corporation desires to conduct activities under a name other than its true legal name, a certificate complying with the BCA 4.15/4.20 must be filed with the Illinois State Department of State.

The Business Corporation Law provides a procedure for voluntarily dissolving a domestic corporation by filing an Articles of Dissolution, pursuant to Section 12.20 of the BCA. Articles of Dissolution must be submitted in duplicate with the Illinois Department of Business Services. All applicable franchise taxes, penalties and interest must be paid before this document can be accepted for filing. Incorporators are authorized to dissolve a corporation ONLY before any shares have been issued AND before any directors have been named or elected. The signatures of a majority of the incorporators must appear on these Articles of Dissolution.

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.

Further, if your corporation wants to apply for S-Corporation Election it should be applied for right after formation. In Illinois an application for S-Corporation Election is required to be filed with the IRS. An application for S-Corporation Election is not required to be filed with the Illinois Department of Revenue.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Illinois Department of Revenue at http://www.revenue.state.il.us.

The formation document required to file an LLC in Illinois is called the Articles of Organization. The information listed in the Articles of Organization includes, but not limited to, the name of the company, purpose, service of process address and registered agent name and address, management, names and addresses of manager/ member, name and address of the organizer.

Illinois law does allow for the formation of Professional LLC's (PLLC's).

LLC's are managed by one or more members/managers. The members are like the shareholders of a corporation and are the owners of the company. The managers are like the officers of a corporation and run the company on behalf of the members. The minimum number of members required in Illinois is 1 and the company can be member managed. The terms of office of the members/managers are stipulated in the company operating agreement.

The company operating agreement regulates the way in which your company will be run. The operating agreement is adopted at the initial meeting of the members and is updated as needed. Included in the operating agreement will be information on member/manager meetings, voting responsibilities, membership interest and other operating procedures.

All Illinois LLC's will be required to file an Annual Report every year with the Department of State. The State sends notices to the registered agent 2 months before due date. The statement is due the last day of the month prior to the formation month starting the second year after formation. Failure to file the annual report may result in the company becoming inactive.

LLCs can register an Assumed Name (DBA) with the Secretary of State Department of Business Services Limited Liability Division. If a LLC desires to conduct activities under a name other than its true legal name, a certificate complying with the LLC 1.20 must be filed with the Illinois State Department of State. An assumed name may be adopted in five-year increments.

A domestic limited liability company shall file form LLC 35.15, Articles of Dissolution, with the Illinois Secretary of State Department of Business Services Limited Liability Division.

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information youcancontacttheIllinoisDepartmentofRevenueat http://www.revenue.state.il.us.

The formation document required to file a Not-For-Profit corporation in Illinois is called the Certificate of Formation. The information listed in the Certificate of Formation includes, but not limited to, the name of the company, purpose, service of process address and registered agent name and address, management, names and addresses of manager/ member, name and address of the organizer.

Not-For-Profit corporations are managed by their Board of Directors. The minimum number of directors required in Illinois is 3 and they must be 18 years old. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.

You can choose to have a members for your Not-For-Profit organization. The members have the exclusive right to elect directors, amend articles and bylaws, and vote on a merger or dissolution of the corporation. A membership structured Not-For-Profit organization normally benefits the members of the organization, such as a club or social organization. A Not-For-Profit organization that does not have members will be governed by its board of directors as is the case with most charitable organizations.

The company bylaws regulate the way in which your company will be run. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director meetings, voting responsibilities, membership requirements and other operating procedures.

NFP corporations may be required and should keep the bylaws available for review at their principal place of business along with the names and addresses of directors and officers, minutes of all director meetings, records of actions taken by directors without a meeting, a copy of the formation document and any amendments thereto, and the company’s most recent annual report.

Illinois Not-for-profit corporations are not required to file annual reports with the Department of State.

NFP Corporations can register an Assumed Name (DBA) with the Secretary of State Department of Business Services. If a corporation desires to conduct activities under a name other than its true legal name, a certificate complying with the NFP 104.15/20 must be filed with the Illinois State Department of State.

The Business Corporation Law provides a procedure for voluntarily dissolving a domestic corporation by filing a Certificate of Dissolution, pursuant to Section 112.20 of the Not-for-Profit Corporation Law. All Corporation Certificates of Dissolution must be submitted in duplicate with the Illinois Department of Business Services.

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc.

In order to apply for tax-exempt status under section 501(c)(3) of the Internal Revenue Code, an organization must be organized and operated exclusively for exempt purposes set forth in section 501(c)(3) of the IRS code, and none of its earnings may inure to any private shareholder or individual. The company must file Form 1023 for charitable organizations or Form 1024 for other types of tax exempt organizations in order to apply for tax-exempt status. Visit http://www.irs.gov/Charities-&-Non-Profits for additional information.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Illinois Department of Revenue at http://www.revenue.state.il.us.