Guide to incorporating business in Illinois

If you have decided to form your business as an Illinois corporation, how are you actually going to do the incorporating business in Illinois?

The first step is to file Form BCA 2.10, Articles of Incorporation (“Illinois Articles of Incorporation”), with the Illinois Secretary of State. The Illinois Articles of Incorporation require that you include the following information:

Corporation name (which must include the word, “Corporation”, “Company”, “Incorporated”, “Limited”, or an abbreviation thereof); Registered agent (an Illinois individual or authorized entity that can receive service of process and other notices for the corporation) and registered office (an Illinois address for the registered agent).

The purpose for which the corporation is organized (a common “general purpose” clause is “The transaction of any or all lawful purposes for which corporations may be incorporated under the Illinois Business Corporation Act”); Authorized shares, issued shares, and other issues concerning shares of stock for the corporation (you should discuss these issues with a qualified Illinois corporation attorney).

The Illinois Articles of Incorporation require minimum aggregate filing fees of $175.00.

Upon the filing with, and acceptance by, the Illinois Secretary of State of the Illinois Articles of Incorporation, you will have a valid Illinois corporation to operate your business. However, completion of this step does not mean that your work is done. Other recommended issues that you should address as part of incorporating your business in Illinois are filing Form SS-4 with the Internal Revenue Service (to obtain a Federal Employer Identification Number for the corporation), preparing corporation bylaws and corporate minutes (including to elect the initial directors and officers of the corporation), and issuing stock certificates to the initial shareholders of the corporation.

You should also discuss with your accountant the benefit of filing Form 2553 with the Internal Revenue Service to be treated as an “S Corporation” for income tax purposes (potentially minimizing tax liabilities).

You should retain a qualified Illinois corporation attorney to guide you through the process.