For those hoping to incorporate their businesses in the state of Illinois, we can help! SunDoc Filings offers assistance with filing incorporation paperwork in Illinois.

Below, you'll find an outline of everything you need to know about incorporation in Illinois, but remember that this article cannot be construed as professional tax, legal, or accounting advice. While it is not required that you have an attorney in order to file Illinois incorporation paperwork, if you have questions or concerns about your specific situation, always contact a licensed professional.

Overview

There are many things that you will need to know from the outset when you decide to create your new corporation. The main thing you need to have are your articles of incorporation.

In addition to this, you'll need some specific pieces of information, including an available company name, your company's corporate address, what type of corporation you want to create, how many shares you’ll be authorizing your corporation to issue, who your registered agent is, and the number of shareholders you'll have.

Outside of the filing itself, you'll need your Federal Tax ID Number (EIN) from the IRS. You'll need to know who your corporate officers are, and any directors. You'll need an initial Board of Directors meeting to adopt bylaws, which are not filed with the state but kept in your own records, and to appoint officers, who are not required to be listed in the articles of incorporation.

Incorporating

The most common type of corporation is the General Stock Corporation, with an unlimited potential number of shareholders. You may choose to be a Close Corporation, setting a limit in the articles on the number of shareholders (not to exceed 35). A Professional Corporation is mandated by Illinois for certain professionals.

You can either download minimum requirement forms from the state of Illinois, which do meet the minimum requirements of the Corporations Code of Illinois, or you can create your own documents. It's possible to hire an attorney to draw up these documents from scratch.

To illustrate: the default articles of incorporation limit the corporation to one class of shares. This can be changed in a custom document. Similarly, initial directors can be named in the articles if desired, provided that all directors are included and sign the document.

Every corporation needs to have three positions filled from the get-go. These officer positions are president, secretary, and treasurer. If you decide to do so, you can fill all of these roles yourself, or another person can fill all three roles. But it is necessary in general to have a minimum of three directors for an Illinois Corporation. If the shareholders numbers are less than three or if no shares are issued by a corporation, there are some exceptions to this rule. Unless it is within your articles, most of the time, the number and limit of directors will be listed in your bylaws.

If you need to change your articles of incorporation, you will need to file an amendment with Illinois state. In a formal meeting, you can change or amend your bylaws with a vote of your shareholders and directors.

You will need to set forth several things in your bylaws, including the powers of your directors, the methods of your meetings, and the times of your meetings. All of this must be in accordance with relevant provisions in Illinois law. Remember to keep minutes at all of your meetings. 

You will need a place to store your stack papers, company documents, meeting minutes, and bylaws. This is your Corporate Records Book. Generally speaking, your corporate kit will be customized to the state of Illinois and will be a place to compile all of the documents that help you run your corporation. If you wish, SunDoc is happy to supply you with one. For more information, go to our page, Illinois Corporate Kit.

Registered Agent

All corporations in the state of Illinois need to have a registered agent who is available during business hours and at a known address. In fact, your registered agent can be a company or an individual. The entity needs to be available in case the state needs to contact them for legal or other communications. This is another service provided by SunDoc to help you outsource your company routine. For full information, see our article: What is a Registered Agent? Why Do I Need One?

Name Search

It is required that the name you want for your new company is available according to the Secretary of State of Illinois. This is the name that will be on your articles of incorporation. Your filing will be rejected if your name has already been taken. You can also not choose names that mislead the public or that closely resemble another company's name and lead to deception. Remember that there are other statutory requirements as well. 

Both to comply with the law, and of course for your own best branding, you should spend some effort developing your company name. You can run your own name searches in the State of Illinois, or SunDoc can conduct name searches or reserve your corporation name for you.

EIN

Use form SS4 to apply for an EIN with the IRS. There is no charge for this application. SunDoc can apply for this on your behalf also. See our EIN page.

Next Steps

Read our article on C Corporation vs. S Corporation if you want general information between the two corporate tax structures.

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