Business Corporation Formation Filing Requirements in Illinois
At a glance
| Governing law and formation record | Illinois Business Corporation Act of 1983; execute and file duplicate articles of incorporation with the Secretary of State (§§ 1.10, 2.10) |
|---|---|
| Incorporator and signature | One or more incorporators: an Illinois/foreign corporation or natural person age 18+; incorporators sign and give names/addresses under the form's perjury declaration (§§ 1.10, 2.05, 2.10) |
| Name, purpose, and duration | Name uses corporation/company/incorporated/limited or abbreviation; state a purpose, including any/all lawful business; perpetual unless otherwise stated (§§ 2.10(a)(1)-(2), (d), 4.05(a)(1)) |
| Agent, office, and addresses | State initial agent and Illinois registered-office street/rural-route address; incorporator addresses are public; no principal-office or agent-acceptance field in ordinary articles (§§ 2.10(a)(3)-(4), 5.05) |
| Shares, classes, and par value | State shares authorized by class, shares proposed for initial issuance, and consideration; class/series rights or board authority as applicable; no par-value field (§ 2.10(a)(5)-(8)) |
| Directors and other disclosures | Initial directors' names/addresses are optional; incorporator names/addresses are mandatory, while officers, owners, and principal office are not article fields (§ 2.10(a)(4), (b)(1); Form BCA 2.10) |
| Optional and restricted provisions | May add lawful management, rights/duties, preemptive-right, voting-threshold, director-liability, and other Act-permitted terms, subject to stated limits (§ 2.10(b)) |
| Method, fee, attachments, and effect | $150; eligible one-class common-stock filings may be online, or use duplicate paper Form BCA 2.10; 24-hour service adds $100; existence begins on filing (§§ 2.15, 15.10; SOS) |
| Initial report, publication, and follow-up | No formation publication or separate initial report; first $75 annual report is filed within 60 days before the first anniversary month (§§ 14.05, 14.10, 15.10(o)) |
| Organization, officers, and bylaws | Incorporators/shareholders name or elect initial directors when needed; initial directors adopt bylaws if needed and elect officers; organizational meetings require at least 3 days' written notice unless waived (§§ 2.05(b), 2.20) |
Requirements one by one
The articles combine public identity and initial capitalization terms
Section 2.10 requires duplicate articles stating the corporate name and purpose, the initial registered agent and office, and every incorporator's name and address. Section 1.10 requires the incorporators to sign. The current Form BCA 2.10 places those signatures under a declaration that the article statements are true under penalties of perjury.
One or more incorporators may act. Under § 2.05, each may be a domestic or foreign corporation or a natural person age 18 or older. Initial directors are optional article terms; the mandatory public people are the incorporators.
Illinois asks what shares will initially be issued
The articles state the number of authorized shares of each class. They also state the number and class proposed to be issued without a further Secretary of State report and the consideration the corporation expects to receive, less issuance expenses. This is why the current form has separate columns for authorized shares, proposed issued shares, and consideration.
If there are multiple classes, § 2.10 requires each class's designation and its preferences, qualifications, limitations, restrictions, and special or relative rights. Preferred or special series require the fixed variations or a statement of the board's authority to establish them. Neither § 2.10 nor Form BCA 2.10 has a par-value field.
Filing starts corporate existence
The statutory filing fee is $150. The Secretary of State's online route is limited to eligible one-class common-stock corporations using the general lawful-purpose clause; it currently lists $150 for ordinary service and $250 total for 24-hour service. Other ordinary filers may use duplicate paper Form BCA 2.10.
Section 2.15 says corporate existence begins when the Secretary of State files the articles. The ordinary articles statute and current form do not provide a delayed-effective-date field.
Organization depends on who was named before filing
If there are no preincorporation subscribers and the articles do not name the initial directors, a majority of the incorporators calls a meeting to name them. If there are subscribers but no named directors, the first shareholder meeting elects them. The initial directors then meet to adopt bylaws if the shareholders have not done so, elect officers, and transact other organization business.
Section 2.20 requires at least three days' written notice of an organizational meeting unless the people entitled to notice waive it in writing. Section 2.05 also permits unanimous written incorporator action for the organization step unless the articles provide otherwise.
The first state report follows the anniversary cycle
Illinois does not prescribe a newspaper-publication step or a separate initial report in the formation provisions or current Form BCA 2.10. The first recurring annual report instead falls within the 60 days before the first day of the corporation's first anniversary month. The current statutory annual-report fee is $75.
What trips people up
The online route is narrower than the statute. Section 2.05 permits a corporation to serve as an incorporator, and § 2.10 permits multiple share classes, but the online instructions require a natural-person incorporator and only one class of common stock. A filing outside those online conditions uses the applicable paper route rather than changing the statutory answer.
The registered office is not a principal-office field. Under § 5.05, it is an Illinois street or rural-route address identical to the agent's business office. The ordinary articles do not ask for an owner list, a principal-office address, or a separate registered-agent acceptance.
Common questions
Must Illinois articles state par value?
No. They state authorized shares by class, proposed initial issuances, and the consideration to be received. The required article terms and current form do not include par value.
Must the articles name the first directors?
No. Their names and addresses are optional. If the articles omit them, the incorporators or preincorporation subscribers complete the director-selection step under § 2.20.
Does Illinois require publication after incorporation?
No formation-publication requirement appears in the current Business Corporation Act provisions or Form BCA 2.10. The separate public follow-up is the annual report tied to the anniversary month.
Statutes and sources
- 805 ILCS 5/1.10, /2.05, /2.10, /2.15, /2.20, /4.05, /5.05, /14.05, /14.10, and /15.10 — current official Illinois General Assembly text for execution, article contents, name, agent, effect, organization, annual report, and fees, accessed August 14, 2026.
- Illinois Secretary of State Form BCA 2.10, domestic/foreign corporation forms table, and online incorporation instructions — current form fields, filing routes, eligibility, service levels, and fees, accessed August 14, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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