Form a Corporation in Illinois
Everything you need to know about forming a Corporation in Illinois. Filing fees, requirements, timeline, and step-by-step guidance.
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How to File
Choose a Corporate Name
Select a unique name that includes a required designator such as 'Corporation,' 'Incorporated,' 'Company,' or an abbreviation (Corp., Inc., Co.). Search the Illinois Secretary of State business name database to confirm availability before filing.
30 minutes
Appoint a Registered Agent
Designate a registered agent with a physical street address in Illinois (P.O. boxes are not acceptable) to receive legal and official correspondence on behalf of the corporation. The agent can be an individual Illinois resident or a business entity authorized to conduct business in Illinois.
15 minutes
Select Directors and Incorporators
Identify at least one incorporator (the person filing the Articles of Incorporation) and designate the initial board of directors, who will govern the corporation until the first shareholder meeting. Illinois requires at least one director.
20 minutes
File Articles of Incorporation
Prepare and file Form BCA 2.10 (Articles of Incorporation) with the Illinois Secretary of State, either online, by mail, or in person. The filing must include the corporate name, registered agent information, number and class of authorized shares, and incorporator signature.
1-2 hours
What's Next After Filing
Once your Corporation is officially formed, you'll want to complete these important steps:
- •Create Corporate Bylaws — Draft corporate bylaws that outline governance procedures, officer roles, shareholder meeting rules, and voting rights. While not filed with the state, bylaws are a legal requirement under the Illinois Business Corporation Act and must be adopted at the organizational meeting.
- •Hold Organizational Meeting and Issue Stock — Conduct an initial organizational meeting of incorporators or directors to adopt bylaws, appoint officers, authorize issuance of shares, and address other initial corporate matters. Issue stock certificates to initial shareholders and record the issuance in the corporate ledger.
- •Obtain EIN and Fulfill Tax & License Requirements — Apply for a federal Employer Identification Number (EIN) from the IRS at no cost, open a corporate bank account, and register with the Illinois Department of Revenue for applicable state taxes. Obtain any required local business licenses or permits specific to your industry and municipality.
Advantages
- ✓Strong liability protection shields shareholders' personal assets from corporate debts and legal judgments
- ✓Ability to raise capital by issuing multiple classes of stock and attracting investors, including venture capital
- ✓Perpetual existence means the corporation continues regardless of ownership or leadership changes
- ✓Credibility with lenders, investors, and large clients due to the established and well-recognized corporate structure
- ✓Potential tax advantages through deductible employee benefits such as health insurance, retirement plans, and more
Considerations
- •Double taxation risk for C-Corps — corporate profits taxed at the entity level and again as shareholder dividends on personal returns
- •More complex and costly to maintain than an LLC due to required formalities such as bylaws, board meetings, minutes, and annual reports
- •Illinois franchise tax adds ongoing costs based on paid-in capital, increasing the annual compliance burden
- •Greater regulatory requirements and administrative overhead compared to simpler structures like sole proprietorships or LLCs
Annual Obligations
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