FAQ · Straight answers to the questions Illinois Corporation owners ask most.
Illinois Corporation FAQ — Formation, Compliance, and Costs
The questions below are the ones Illinois business owners actually ask when they are deciding whether to incorporate, working through the filing, or keeping an existing corporation in good standing. The answers stick to how Illinois handles corporations specifically, not generic advice.
One price: $199.00/yr covers your formation, your registered agent, and your annual report, plus the $150.00 state filing fee, at cost.
State agency: Illinois Secretary of State, Department of Business Services
Annual report due: Anniversary of formation · Processing: 5-10 business days
✓ No hidden fees ✓ No second-year price hikes ✓ No missed filings
State facts
Illinois Corporation
Forming an Illinois Corporation
How do I form a corporation in Illinois?
You file Articles of Incorporation (Form BCA 2.10) with the Illinois Secretary of State, Department of Business Services, online through the corporate portal or by mail. The Articles name the corporation, state its purpose, designate a registered agent and registered office, set the number of authorized shares, and list the incorporator and initial directors. After the state approves the filing, you adopt bylaws, hold an organizational meeting, issue stock, and obtain an EIN from the IRS.
What is the minimum to start a corporation in Illinois?
At a minimum you need a distinguishable corporate name with a proper indicator, a registered agent with an Illinois street address, at least one incorporator, at least one director, and a share structure. Illinois permits a single person to be the only shareholder, the only director, and to hold all the officer positions, so a corporation can be formed and run by one individual.
Do I need an attorney to incorporate in Illinois?
No. Illinois does not require a lawyer to file Articles of Incorporation, and many owners incorporate without one or use a filing service. That said, an attorney is worth consulting when you have multiple founders, plan to raise investment, want tailored bylaws or a shareholder agreement, or have a complex share structure — situations where the internal legal documents matter as much as the state filing.
Registered Agent Questions
Does my Illinois corporation need a registered agent?
Yes. The Business Corporation Act requires every Illinois corporation to maintain a registered agent with a physical Illinois street address at all times, available during business hours to accept service of process and state notices. The corporation cannot be its own agent, but you may name yourself, another person, or a commercial service.
Can I be my own registered agent?
Yes, if you are an Illinois resident with a physical in-state street address and you are reliably available during business hours. The trade-off is that your address becomes part of the public record and you must be present to accept legal papers. Owners who value privacy or travel frequently often prefer a commercial service.
What happens if my registered agent isn't available when a lawsuit is served?
Your legal deadlines can start running whether or not you personally receive the papers, so an unavailable agent risks a default judgment against the corporation. This is exactly why the state requires the agent to be present during business hours and why many corporations use a commercial service that guarantees availability.
Costs, Taxes, and the Franchise Tax
What does it cost to form an Illinois corporation?
Illinois charges a filing fee for the Articles of Incorporation, plus an initial franchise tax based on the paid-in capital represented by the shares issued at formation. The exact amounts are set by the Secretary of State's fee schedule, and the portal applies a small surcharge for credit card payments. Our receipt card shows the current charges for a standard filing.
What is the Illinois franchise tax?
Illinois corporations pay a franchise tax in addition to the annual report — historically calculated on paid-in capital. The state has been phasing this obligation down: recent law exempts a base amount of liability, and the franchise tax is scheduled to be eliminated entirely later this decade. Because the rules are changing, confirm the current treatment with the Secretary of State or your accountant when you file.
How is an Illinois corporation taxed?
By default the IRS taxes a corporation as a C corporation, which pays federal income tax at the entity level, and Illinois imposes its corporate income tax and a personal property replacement tax on corporations. If eligible, a corporation can elect S corporation status with the IRS for pass-through treatment. Talk to a CPA about which election fits, because it changes how profits and owner compensation are taxed.
Compliance and Ongoing Obligations
What annual filings does an Illinois corporation have?
Each year the corporation files an annual report and pays the associated franchise tax with the Secretary of State, due by the first day of the corporation's anniversary month. The report updates the state's record of officers, directors, registered agent, and issued shares. Missing it accrues penalties and can lead to administrative dissolution.
When is my Illinois annual report due?
The annual report is due by the first day of the anniversary month of your incorporation each year — so a corporation formed in March files by March 1 annually. The state generally sends a reminder to the registered agent, but the deadline stands whether or not you receive it, so put it on a calendar.
What happens if I miss the annual report?
Late filing accrues penalties and interest, and continued non-filing leads the state to administratively dissolve the corporation. A dissolved corporation loses the right to conduct business and its liability protection can be jeopardized. Reinstatement is possible but requires filing the delinquent reports, paying all back fees and penalties, and submitting a reinstatement application — more expensive and disruptive than filing on time.
Changes, Dissolution, and Out-of-State Corporations
How do I dissolve an Illinois corporation?
You wind up the business, settle debts and taxes, and file Articles of Dissolution with the Secretary of State, ensuring franchise tax and annual reports are current. A corporation that simply stops operating without formally dissolving keeps accruing annual report and franchise tax obligations, so dissolving properly ends the compliance clock.
I formed my corporation in another state — can I operate in Illinois?
Not without qualifying. A corporation formed elsewhere that transacts business in Illinois must register as a foreign corporation by filing an Application for Authority (Form BCA 13.15), providing a certificate of good standing from its home state, and appointing an Illinois registered agent. Operating without authority can bar you from Illinois courts and expose you to penalties.
Can I change my corporation's name or address later?
Yes. You can change the corporate name by filing Articles of Amendment, and you update the registered agent or registered office with a statement of change. Address and officer information also refreshes through the annual report. Each change is a standard filing with the Department of Business Services.
Frequently asked questions
How long does an Illinois corporation take to form?
Routine online filings are generally processed within about ten business days, and mailed filings run roughly five to ten business days after arrival. Expedited service is available for an added state fee and can turn a filing around in about one to two business days. Actual timing depends on the Department of Business Services' workload.
Can a non-US resident own an Illinois corporation?
Yes. Illinois places no citizenship or residency requirement on shareholders, directors, or officers, so a non-US resident can own and run an Illinois corporation. The corporation still needs an Illinois registered agent and an EIN from the IRS; a responsible party without a US Social Security number or ITIN applies for the EIN by fax or mail using Form SS-4.
Do I need bylaws, and are they filed with the state?
You should adopt bylaws, but they are not filed with Illinois and never appear in the public record. Bylaws are the corporation's internal rulebook covering directors, meetings, officers, and shares. Skipping them leaves the corporation without governance rules and can weaken the liability protection courts expect a corporation to maintain.
Is an Illinois corporation better than an LLC?
Neither is universally better — it depends on your goals. Corporations suit businesses that plan to raise investment, grant employee equity, or eventually sell, because investors expect the stock-and-board structure. LLCs suit owners who want simpler governance and flexible pass-through taxation. Many small operators choose an LLC; startups seeking funding usually choose a corporation.
What is the anniversary month and why does it matter?
The anniversary month is the month your Articles of Incorporation were filed. Illinois ties the annual report and franchise tax deadline to the first day of that month each year, so a corporation formed in July files by July 1 annually. Knowing your anniversary month is the single most important date for staying in good standing.
Ready to form your Illinois Corporation?
Formation, your registered agent, and your annual report. One price, $199.00/yr, with the state fee passed through at cost.
Form Your Illinois Corporation ($199.00/yr All-In)