Illinois Processing Times and Fees
Almost all states have standard and expedited processing times for handling your corporation formation. Illinois does too. If you're not sure which option to choose, you can see the average wait times for each. Illinois charges an extra fee for expediting your filing. You can see all of Illinois' fees under "compare pricing" in our incorporation center.
Choosing Between an Illinois S Corp and a C Corp
Most features of S Corps and C Corps are the same, including limits on liability, structure, management and compliance documents. When choosing between the two, these are the differences you should know:
- Ownership Rules: There are no limits on the number of shareholders and stock classes a C Corp may have. An S Corp is limited to one stock class and 100 shareholders. Shareholders in an S Corp must be citizens or legal residents of the United States.
- Taxes: A C Corp is taxed as its own entity. This means it files a corporate tax return and it pays taxes on corporate income. Shareholders' dividend payments may also be taxed on their individual tax returns. An S Corp also files its own tax return, but it doesn't pay corporate taxes. It is a "pass-through" entity and income is reported only on shareholders' individual returns.
- Documents: A C Corp is the default corporate designation. To establish an S Corp, you must file IRS Form 2553, Election by a Small Business Corporation.
Personnel Requirements
Every state has certain requirements for corporate personnel. In Illinois, they include the following:
- Age requirement: There is no age requirement for directors of a corporation in Illinois.
- Minimum number of directors: Your Illinois corporation must have at least one director.
- Residency requirement: Illinois does not require that directors or owners live in the state.
You can list your directors' names and addresses in your Articles of Incorporation, but Illinois does not require it.
Other Requirements for Your Articles of Incorporation
In addition to personnel requirements, your Illinois Articles of Incorporation must also include the following.
Every corporation must appoint a registered agent.A registered agent is responsible for receiving tax, legal and government documents for your corporation during normal business hours. A registered agent can be a person or a business, but must have a physical address in Illinois. We can help you designate a registered agent when you incorporate with us.Your agent's name and address must be listed in your Articles of Incorporation.
You must also include the following in your Articles of Incorporation in Illinois:
- The corporation's purpose, which can be for the transaction of any or all lawful business allowed under the Business Corporation Act of 1983.
- The name and address of each incorporator.
- The number of shares the corporation is authorized to issue.
- If the shares are divided into classes, the class designation and number of shares per class.
You may also include any other provisions that are consistent with Illinois law, such as defining or limiting the powers of your corporation's director and shareholders, and an estimate of the value of property the corporation will own in the following year. If you wish to deny cumulative voting rights in the selection of directors, the Articles must state this.
Guidelines for Your Name
Your new Illinois corporation should have a name that reflects its purpose. Whatever name you choose, it must meet Illinois' requirements:
- Your name must include "Company," "Incorporated," "Corporation," "Limited," or an abbreviation of one of these terms.
- Don't use a name that implies a business purpose other than what your corporation actually does. For example, don't call your business "The Burger Company" if it is a garden center.
- The name must be unique and not too similar to a name already registered with the Secretary of State.
- Illinois limits the use of words that imply banking or insurance to those businesses authorized by the applicable state agency to conduct such activities.
Illinois Corporate Taxes & Reports
Taxes are a part of life, so you should be prepared to pay them for your corporation. Before doing any business, get an employer identification number, or EIN, from the IRS. This federal ID is similar to an individual's Social Security number. All companies with employees must have one. Here is more information to help you understand the different tax structures of C Corps and S Corps. Corporations must also pay a personal property replacement tax in Illinois. This tax is based on the business's net income. S Corps pay taxes on a lower percentage of income than C Corps. Your corporation must file an annual report and pay a franchise tax and license fee each year in Illinois. These are generally due 60 days before the first day of your corporation's anniversary month.
Keeping Corporate Records and Ongoing Filing Requirements
Illinois also requires that you create and keep certain corporate records to maintain your status as a corporation.
- Corporate bylaws define how your corporation is structured and how it operates. You may include any provisions you like in your bylaws, as long as they are consistent with your Articles of Incorporation and with Illinois law.
- You must record meeting minutes for every meeting of shareholders and directors. The minutes provide a record of all decisions and actions taken during the meeting.
You don't have to file either document with the state, but you should keep them with your other corporate documents. We can help you compare meeting minutes requirements and bylaws requirements from state to state.
We want to wish you the best of luck with your new Illinois corporation. If you're ready to start, we're ready to help.
This article contains general legal information and does not contain legal advice. Rocket Lawyer is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.
