Illinois C Corporation Formation
To form am Illinois C Corporation, you must draft
Articles of Incorporation and file them with the Business Services Division
of the Secretary of State, otherwise known on the Internet as CyberDrive Illinois.
These Articles are your formation documents and provide basic information about
your business. If you’d like, you can review
sample Illinois Articles of Incorporation.
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Steps to Forming an Illinois C Corporation
The following information must be provided in your Articles of Incorporation and
then submitted to CyberDrive Illinois (the Illinois Secretary of State, located
in Springfield):
- The name of your C Corp: Your name is required to contain one of the accepted corporate
endings or its abbreviation. The name must be distinguishable from other names currently
on file with the Secretary of State; neither corporate endings nor entity type plays
a role in causing a name to be distinguishable. ClickandInc.com can perform a business name search
for you to avoid potential rejections.
- Registered agent: You are required to list an individual who has consented to act
as registered agent of the corporation. This person must provide a physical address
(PO boxes will only be accepted in conjunction with a physical address) so that
they can accept service of process.
- Purpose: The default purpose statement is "The transaction of any or all lawful
businesses for which corporations may be incorporated under the Illinois Business
Corporation Act." If you wish, you may explain your business purpose in further
detail.
- Shares: Illinois requires that C corporations list the number of shares authorized,
number of shares issued, class of shares, and the total amount of consideration
to be received thereof. If there are restrictions, limitations, or qualifications
in respect of the shares, they must be listed.
- Directors: Illinois makes listing the initial board of directors optional; if you
list them, their names and addresses must be provided.
- Value: It is also optional to provided details about the value of property owned
by the corporation and the gross amount of business estimated to be transacted.
- Other provisions: Optional additional provisions may be attached to the Articles
of Incorporation.
- Incorporator: The name and address of the person responsible for drafting the Articles
should be listed. This person's signature must appear on the form; you may list
multiple incorporators, but must have at least one.
If any of the above information about your business changes, you must file an amendment
to the Articles. It is very important that the state have accurate and up-to-date
information about your business.
Further Responsibilities of an Illinois C Corporation
You are required to file an Annual Report, which should be returned to the Business
Services Division, Secretary of State. Failure to comply with this requirement may
result in a loss of status with the state and fees.
Additional Information about an Illinois C Corporation
Your C Corporation:
- Can sell stock and raise capital
- May deduct the cost of benefits provided to employers (such as parking permits,
health insurance, and so on)
- Has a board of directors, which oversees the policies of the corporation
- Issues limited liability for owners
- Can be owned by non-US citizens or non-resident aliens
- Can own other business entities
- Can be owned by other business entities
- Is taxed separately from the owners' income
Shareholders of a C Corporation cannot be held liable in a judgment against the
corporation for an amount greater than the amount of stock they hold. (This does
not include any personal liabilities, such as fraud, failure to pay taxes, and so
on.)
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