Start an Illinois Corporation

Launching a new company can be exciting, but you may have many questions about the formation process. If you’re looking to start a company with enhanced liability protection, you might be interested in forming a corporation.

Forming a corporation in Illinois can seem complicated, but if you follow the right steps, it’s doable. You can form your corporation on your own or partner with a reputable company like ZenBusiness to ensure complete compliance during the setup process.

We’ll walk you through everything you need to know about forming a corporation in Illinois and offer helpful tips along the way.

How do I form a corporation in Illinois?

To form your corporation in Illinois, you’ll have to register with the Secretary of State’s office by filing your Articles of Incorporation and follow a variety of steps before and after.

This guide will take you through all 10 steps to forming your corporation in Illinois, as detailed below:

Step 1: Name your Illinois corporation

Before you can jump into registering your corporation in Illinois, you’ll have to decide on your company’s official name. You may already have a few name options in mind, so we recommend keeping a list of potential names that you’re satisfied with. When choosing a name, you’ll want to settle on an option that’s distinct and memorable — it’s also helpful if you can find a name that also encompasses your industry or services. You’ll want to ensure your name complies with Illinois law and doesn’t contain any words that could be considered offensive.

Make sure the name is unique

Your corporation name must be unique in Illinois, so you’ll need to run your list through a database of existing corporations. You can perform a corporation name search on the Illinois Secretary of State’s website. Run each name you’re considering through the database and note the available names.

Add a corporate designator to your business Nname

Once you’ve selected an available name from your list, you’ll need to add a corporation designator to its end. This suffix exists to distinguish your company as a corporation quickly. You can choose from “Corporation,” “Incorporated,” “Limited,” “Company,” or any abbreviation of these four designations.

For instance, “Lancott Pharmaceuticals” might be officially named “Lancott Pharmaceuticals, Inc.” or “Lancott Pharmaceuticals Co.” 

Considerations for a Professional Corporation Name

If you’re going to be forming a professional corporation — a specialized corporation organized to offer a specific regulated service like law or medicine — you’ll have slightly different requirements to uphold. According to Illinois law, a professional corporation needs to end with a designator like “chartered,” “limited,” the phrase “professional corporation,” or the abbreviation “Prof. Corp.” or “P.C.” 

Your name should also include the name of one of your shareholders. Alternatively, if your profession’s regulatory board permits, you can adopt a fictitious name to use instead or use the name of a predecessor organization.

Last but not least, you need to adhere to any specific naming requirements your profession’s regulatory organization has. Check with yours to be sure you’re compliant with regulations.

Reserving an Illinois Corporation Name

Now that you have an official name chosen, you can choose to reserve your name online to prevent another corporation from registering it. To reserve your name, you’ll need to fill out the Application for Reservation of Name and pay a filing fee. You can file this form by mailing it to the below address:

Secretary of State 
Department of Business Services
501 S. Second St., Rm. 350
Springfield, IL 62756

Check databases of business name trademarks

There are a few other considerations you might want to consider before you settle on a corporation name. To see if a trademark already exists federally regarding your corporation, you can check the online database on the U.S. Patent and Trademark Office (USPTO) website. You can also apply for a federal trademark there. If you’re interested in registering a trademark at the state level and have checked that the trademark is available, you can file an Illinois Trademark or Service Mark Application. There’s a small filing fee, and you can mail this form to the same address where you sent your name reservation. It’s often easier and quicker to file at the state level, but if you plan on doing business outside of Illinois, a federal trademark registration can provide broader protection.

Getting a DBA Name

If you intend to sell your corporation’s services or products under a name that differs from your official corporation name, then you’ll need to secure a DBA or “doing business as” name. In Illinois, DBA names are referred to as “assumed names,” and you can register a DBA name in the county where your corporation is located. For example, if your company resides in Cook County, you can register your assumed name online on the county website.

Step 2: Appoint directors

Next, you’ll want to appoint a board of directors for your new company. Corporations need appointed directors by law, and in Illinois, you’ll need to appoint at least one director to satisfy state business law. 

What does a corporate board of directors do?

Your corporation’s director(s) will work to procure the best interests of your company. They can help manage and oversee the corporation while acting on behalf of the shareholders and the company itself.

Who can sit on a board of directors?

Many states have specific requirements regarding who can sit on the board of directors, but Illinois does not. Directors do not have to reside in-state, but they must be at least 18 years old and listed on your Articles of Incorporation. However, in Illinois professional corporations, all shareholders, directors, officers, agents, and employees (other than ancillary personnel and/or the secretary of the corporation) must be licensed under the same professional licensure act.

Step 3: Choose an Illinois registered agent

Once you’ve selected at least one director to work for your corporation, it’s time to select a registered agent. A registered agent is required for all companies in Illinois. Your registered agent will act as a third party to receive the delivery of important legal notices as well as important paperwork between your corporation and the Secretary of State’s office. 

Who can serve as a registered agent in Illinois?

Your company’s registered agent can be a person or company, as long as they have a registered office in Illinois and are available between normal business hours of 9 a.m. to 5 p.m., Monday through Friday. Your registered agent must also have a physical operating address — a P.O. box will not be accepted. You, a shareholder or director, can legally act as your own registered agent, although there are many reasons this might not be in your best interest.

Why work with a registered agent service?

Here are a couple of reasons many corporations in Illinois opt to work with an outside registered agent service:

• It protects you from being served legal paperwork in public. If you operate as your own registered agent and are served summons or subpoenas by the state, these legal documents will be delivered directly to your office. This means that you run the risk of having sensitive paperwork served in front of clients or prospective investors.
• It gives you more flexible work schedules. If you serve as your own registered agent, you’re required to be available (in-office) at your operating address during working hours if the state needs to serve you paperwork. Using an outside party allows you the freedom to set your own business hours and work remotely.

Step 4: File the Illinois Articles of Incorporation

Next, you’re ready to file your Articles of Incorporation with the state of Illinois. This form allows the state government to officially recognize your company as a legitimate corporation so you can get up and running.

You can submit your Articles of Incorporation online through the Secretary of State website. If you’re a medical corporation, close corporation, or professional service corporation, you’ll select the corresponding form found on the Illinois Secretary of State website.

What information do I need to file Articles of Incorporation?

To submit your Articles of Incorporation, you’ll need to provide the below information:

• Your corporation name. This includes your corporation designator (for example, “Inc.,” “Co.,” etc.).
• Your registered agent’s information. This includes their legal name and Illinois business address.
• Purpose of corporate organization. This field summarizes what your corporation does.
• Authorized shares. This denotes the number of shares you’ll authorize. This is only for “common stock”; If you have additional classes of shares, you’ll have to file on paper.
• The number of directors. This is the total (including yourself).
• Directors’ information. This includes directors’ full names and addresses.
• Estimated property value information. This details your company’s office estimated property values.
• Other provisions (optional): Here you can attach any additional provisions to the form.
• Incorporator’s signature. This is where the person completing the form signs.

In Illinois, there’s a $153 filing fee for this form, which you can pay online or via mail if you’re filing a printed form.

You can submit your form and payment via mail to:

Secretary of State 
Department of Business Services 
501 S. Second St., Rm. 350 
Springfield, IL 62756

Note that the state’s initial franchise tax is also due upon filing. The tax is $1.50 per $1,000 of paid-in capital in the state with a minimum tax of $25.

Filing the Articles of Incorporation as a Professional Corporation

Illinois provides a slightly different version of the Articles of Incorporation for professional corporations. Ultimately, this form is quite similar to the standard articles, but it includes additional information about the professional service you’ll be offering. 

The filing fee is the same as a regular corporation’s, $153 plus your initial franchise taxes. Please make sure you’re filing the proper version of the form to help streamline the filing process.

Step 5: Create corporate bylaws

Once you’ve registered your corporation, it’s time to create your corporate bylaws. To get started, you want to conduct a meeting where the company’s shareholders, directors, and the incorporator discuss how the corporation will operate and function, detail any clauses or important operational agreements, and establish shareholder roles and limitations.

Writing Corporate Bylaws

In this meeting, you’ll want to put your company’s bylaws into writing. Although Illinois does not require your company to file these bylaws, it does require bylaws to be established and agreed to by the shareholders and denotes that corporation bylaws cannot be in conflict with state law or your Articles of Incorporation.

Create a corporate record book

Your corporate bylaws will also help you set up financial accounts. It’s important to create a corporate records book that holds all of your company’s important paperwork, such as records and minutes of shareholder meetings, stock certificates, and financial stubs.

Step 6: Draft a shareholder agreement

The next step you’ll want to take is to create a shareholder agreement. This agreement details the rules and processes between the shareholders and the corporation. 

Although this document is private, it must follow your company bylaws and be in agreement with state laws and your Articles of Incorporation. It can also be as expansive as you’d like, dictating shareholder voting structures, additional rights, financial rules, and operational details. You should have every shareholder agree to and sign this contract.

Step 7: Issue shares of stock

Now you’re ready to start issuing shares of stock for your corporation. This step is required and does require strict oversight. When you filed your Articles of Incorporation, you selected the number of shares your company was authorized to issue. You’ll need to make sure your corporation issues shares that are for this quantity or less.

How to Issue Stock for Your Business

To begin issuing stock, your corporation will need capital (funding). First, you’ll want to figure out how much capital you need to start issuing stocks and divide this number as evenly as possible across the shares your company is issuing.

Your corporation can issue stocks privately or publicly. If issued privately, your shares will be spread across the initial shareholders. If issued publicly, any buyer in the marketplace will have access to your stock shares.

Each share can only be released one time, although it can be sold and traded multiple times. When a stock is issued, it must be noted in your annual report.

Issuing Stock as a Professional Corporation

If you’re operating as a professional corporation, you’ll have to be a bit more selective with who you issue stock to. Illinois state law clearly states that PCs may only issue stock to individuals who are licensed in the corporation’s professional service. If a shareholder passes away or loses their credentials in the industry someday down the line, you’ll need to ensure that those shares are transferred back to the corporation or to an appropriately licensed individual.

Step 8: Apply for necessary business permits or licenses

Now, you’ll need to ensure you have all the necessary business permits and licenses to operate officially. While many states have a statewide general business license requirement, Illinois does not; however, some cities and counties do require a general business license for a company to operate in their jurisdiction. 

Depending on your specific industry, you might need to apply for separate licenses or permits. You’ll need to do some research, as licensing can be federal, state, and local.

You can determine if your corporation needs to secure special licensing at the state level by reviewing the Illinois Registration, Licenses, and Permits requirements. You may also be required to be licensed at the county or city level, so be sure to check with your local government offices.

Step 9: File for an EIN and review tax requirements

One of the last steps you’ll need to take to finalize your corporation’s setup process is applying for an Employer Identification Number (EIN). You’ll receive an EIN from the Internal Revenue Service (IRS). This number will act as a Social Security number for your business, allowing you to set up bank accounts, secure loans, file taxes, and hire employees and contractors.

You can secure an EIN in minutes online by visiting the IRS website. You’ll receive your EIN right after filing and can start using it immediately.

Step 10: Submit your corporation’s first report

Illinois law requires corporations to file an annual report with the Secretary of State. This report is mandatory to remain compliant with the state and registered as a legal business. 

There’s a separate form for domestic and foreign corporations, but both can be filed online for $75 (as of this writing). 

You’ll also be expected to pay a franchise tax when you submit your annual report. The formula for calculating the franchise tax is fairly complicated, so you may want professional help.

How much does it cost to start a corporation in Illinois?

The cost to form a corporation in Illinois will vary from company to company and is also impacted by whether you need expedited filing and if you opt to work with a consultant or business formation service to help you file and process your formation paperwork.

At a minimum, you should expect to pay $153 to file your Articles of Incorporation. You may also choose to reserve your business name and/or register a trademark at the state level for additional fees.

This does not include the $75 fee for your annual report or any additional license or permit costs. 

You can receive help with your corporation’s setup by teaming up with ZenBusiness. We have affordable annual plans to help keep you compliant and connect you with a professional registered agent.

What are the benefits of a corporation in Illinois?

There are different types of companies that you can form in Illinois, so why pick a corporation? Creating a corporation comes with a number of benefits that can better protect you. A few benefits to consider include:

• Better separation from company liabilities and debts. If you form a corporation in Illinois, your corporate finances and liabilities will remain separate, protecting your personal finances in the event of a lawsuit or bankruptcy.
• Stock generation. When you form a corporation, you can fund the formation process by raising capital to sell stocks. This can help you expand and flourish over the years.
• Official business designation. Forming a corporation carries some weight and could make you a more attractive option to clients seeking a partnership with an official company over a self-employed individual. 
• Operations outside of the United States. Creating a corporation allows you to conduct business outside of the U.S. 

On the downside, here are some disadvantages to consider:

• Double taxation. When you form a corporation, you’ll be taxed twice — first on your corporate taxes and then on your individual taxes.
• Required reporting and detailed records. Corporations are responsible for keeping updated records and accounts, down to the minutes of your shareholder meetings. You might need to hire a full-time or outside accountant to keep your records in shape.
• Operational standards. Corporations have more rigid operational requirements than some other company types. For instance, all corporations in Illinois must be assigned a director and are required to issue stocks.

How is an Illinois corporation taxed?

Your corporation in Illinois can be taxed differently depending on the type of corporation you establish. There are three types to choose from: C corporations, S corporations, and nonprofit corporations. C corporations are the default type.

C corporations are taxed as separate entities, which means your corporation will fill out a corporate tax return. All shareholders and owners will also file individual tax returns, detailing corporate profits and losses, and are taxed twice on these earnings.

S corporations are taxed as “pass-through entities,” which means they do not file corporate taxes. Instead, the money earned passes through to the shareholders, who must report them on their individual taxes. 

If you form a nonprofit corporation and follow nonprofit guidelines, your company can apply to be exempt from paying any corporate taxes. Employees of the corporation will still pay taxes on their salary.

In addition to the franchise tax mentioned previously, you’ll also be responsible for paying Illinois corporate income tax and Illinois personal property replacement taxes. You can use the Tax Rate Database to help you determine what your corporation will owe for both of these taxes.

If your corporation is collecting sales tax in Illinois, you’ll also be required to apply for a sales tax license through MyTax Illinois. City, county, and specialty taxes are sometimes added to the state sales tax.

This is an excellent time to remind you that corporate taxes are never simple in any state, and Illinois is no different. There’s no shame in consulting a qualified tax professional for help.

We can help!

Starting any business can feel like a roller coaster of excitement and stress, but it isn’t a process you have to navigate alone; we can help. Here at ZenBusiness, we specialize in the paperwork side of business. While we don’t currently offer formation services for a professional corporation in Illinois, we can help you start a standard one. We’ve also got a variety of other services, including registered agent services, compliance help, and more. Let us help you with the red tape so you can focus on what you enjoy: building your business.