Forming a corporation in Illinois can be a smart legal and strategic move for entrepreneurs who want liability protection, credibility, and the ability to scale. But the process involves more than just filing a form—you must meet specific state requirements and make important legal and tax decisions.
At Rincker Law PLLC, we help business owners across Illinois form corporations the right way—ensuring compliance from day one. Below is a detailed checklist to help you get started in 2025.
Step 1: Choose a Corporate Name
Before filing, you’ll need to choose a name that complies with Illinois naming requirements.
Requirements
- The name must be distinguishable from all existing business entities registered in Illinois.
- It must include a corporate designator such as “Inc.,” “Corp.,” “Corporation,” “Ltd.,” or “Incorporated.”
- It cannot include restricted words like “Bank” or “Insurance” unless the business has special authorization.
Name Search and Reservation
- Use the Illinois Secretary of State’s online database to check name availability.
- If you’re not ready to file yet, you may reserve your desired name for 90 days by submitting a name reservation request and paying the applicable fee.
Step 2: File Articles of Incorporation
To legally establish your corporation in Illinois, you must file Articles of Incorporation using Form BCA 2.10 (or Form BCA 2.10 PSCA for professional corporations).
Required Information
- Corporate name and principal address
- Name and physical address of your Illinois registered agent
- Number of authorized shares and any stock classification details
- Name and address of each incorporator (not the directors)
- Purpose of the corporation (a general business purpose is sufficient)
Filing Fee and Franchise Tax
- Filing Fee: $150
- Franchise Tax: $25 minimum plus $1.50 per $1,000 of paid-in capital represented in Illinois
Filing Method
You may file your Articles of Incorporation online via the Illinois CyberDrive system or by mail.
Step 3: Appoint a Registered Agent
Every Illinois corporation must maintain a registered agent with a physical Illinois address (not a P.O. Box) who is available during normal business hours.
Responsibilities of the Registered Agent
- Receive legal documents, service of process, and official state correspondence
- Ensure timely handling of compliance notices and lawsuits
You can appoint an individual or a commercial registered agent service. Rincker Law PLLC offers registered agent services for clients seeking legal oversight and reliable compliance.
Step 4: Draft Corporate Bylaws
Bylaws are internal rules that govern how your corporation will operate. Although bylaws are not filed with the state, they are legally required in many circumstances, including when seeking outside investment or electing S-corporation tax status.
Key Provisions to Include
- Board of directors’ structure and election process
- Roles and duties of officers
- Procedures for shareholder meetings and voting
- Conflict-of-interest policies
- Rules for issuing stock
Generic templates may not meet your corporation’s needs. Custom bylaws drafted by an experienced attorney ensure legal clarity and risk reduction.
Step 5: Hold the Initial Board of Directors Meeting
Your corporation must appoint at least one director, though the director’s name is not required in the Articles of Incorporation.
Actions to Take at the First Meeting
- Adopt corporate bylaws
- Elect officers (e.g., President, Treasurer, Secretary)
- Authorize issuance of stock
- Approve the opening of a corporate bank account
Maintain written minutes of this meeting as part of your corporate records.
Step 6: Obtain an EIN from the IRS
An Employer Identification Number (EIN) is required to:
- Open business bank accounts
- File taxes
- Hire employees
You can obtain an EIN for free through the IRS website.
Step 7: Consider S-Corporation Election (If Applicable)
By default, corporations in Illinois are taxed as C-corporations, which may be subject to double taxation (corporate and shareholder level).
If you want your business to be taxed as an S-corporation, file Form 2553 with the IRS within 75 days of incorporation.
S-corp eligibility requirements include:
- No more than 100 shareholders
- All shareholders must be U.S. citizens or residents
- Only one class of stock
Step 8: Register for Illinois State Taxes
Depending on your operations, you may need to register with the Illinois Department of Revenue (IDOR) for:
- Sales tax collection
- Withholding tax (if you hire employees)
- Unemployment insurance
You may also need to obtain a Certificate of Registration before conducting business.
Step 9: Issue Stock and Maintain a Stock Ledger
You must document the issuance of shares and maintain a stock ledger that includes:
- Shareholder names and contact info
- Number and class of shares issued
- Dates of issuance
Even closely held corporations must maintain accurate stock records to preserve limited liability and avoid future disputes.
Step 10: File Annual Reports
Illinois corporations must file an Annual Report each year with the Secretary of State.
Key Details
- Due the month before the corporation’s anniversary month
- Filing fee: $75
- Failure to file can result in late penalties or administrative dissolution
Why Legal Guidance Matters
While Illinois allows you to file on your own, corporate formation is more than a one-time form. Mistakes—like omitting key language, misclassifying shares, or failing to file for S-corp tax treatment—can lead to tax problems, liability exposure, and compliance issues.
At Rincker Law PLLC, we help Illinois entrepreneurs build strong foundations with flat-fee corporate formation packages, custom bylaws, registered agent services, and ongoing counsel.
Are You Ready to Incorporate a Business in Illinois?
If you’re ready to incorporate in Illinois and want to get it right from day one, Rincker Law PLLC is here to help. We handle everything from your initial filing to your first board meeting.
Call (217) 774-1373 to schedule a consultation and launch your business with confidence.