Nonprofit Corporation Formation Filing in Illinois

At a glance

Requirements one by one

Incorporators and articles

Section 102.05 allows one or more incorporators: an individual must be at least 18, while a domestic or foreign corporation may also incorporate. The incorporators sign under § 101.10. Section 102.10 calls for duplicate articles; § 101.10 explains that the second copy may be a true photocopy.

Name and purpose

The articles must state a name compliant with the Act and a specific purpose drawn from § 103.05. Section 104.05 requires the name to be distinguishable in the Secretary of State's records. A bare general-purpose formula does not replace § 102.10(a)(2)'s specific-purpose statement.

Members and first directors

Section 102.10(a) requires the number of directors on the first board and each director's name and address. Section 102.10(b) permits articles to provide for no members or one or more member classes; that is an optional articles provision, while the initial-board details are mandatory.

Registered office and agent

Section 102.10(a)(3) requires the initial registered-office address and the name of the agent at that office. Under § 105.05, an individual agent resides in Illinois and has a business office identical to the registered office; a qualifying authorized business entity may also serve.

Fee and existence

The statutory articles fee is $50 under § 115.10(a). Section 102.15 makes the Secretary of State's filing of the articles the event that begins corporate existence.

What trips people up

The initial directors are not merely an optional organizational-meeting detail: § 102.10(a)(5) puts their number, names, and addresses in the articles. The optional membership clause in § 102.10(b)(1)(ii) should not be confused with those mandatory initial-board entries.

Common questions

Can a corporation be an incorporator? Yes. Section 102.05 allows a domestic or foreign corporation, whether not for profit or otherwise.

Must the statutory articles be on a particular form? Section 101.10(a) says the Secretary of State furnishes forms for documents on request, but their use is not mandatory unless the Act specifically says otherwise.

Does a chosen filing date itself create the corporation? Section 102.15 ties existence to filing by the Secretary of State.

Statutes and sources

• 805 ILCS 105/101.10 — “The articles of incorporation shall be signed by the incorporator or incorporators.” Illinois General Assembly. Accessed 2026-10-01.
• 805 ILCS 105/101.10 — “Forms for all other documents to be filed in the office of the Secretary of State shall be furnished by the Secretary of State on request therefor, but the use thereof, unless otherwise specifically prescribed in this Act, shall not be mandatory.” Illinois General Assembly. Accessed 2026-10-01.
• 805 ILCS 105/101.10 — “The original signed document, and if in duplicate as provided by this Act, one true copy, which may be signed, or carbon or photocopy shall be delivered to the office of the Secretary of State.” Illinois General Assembly. Accessed 2026-10-01.
• 805 ILCS 105/102.05 — “One or more incorporators may organize a corporation under this Act. Each incorporator shall be either a corporation, domestic or foreign, whether not for profit or otherwise, or a natural person of the age of 18 years or more.” Illinois General Assembly. Accessed 2026-10-01.
• 805 ILCS 105/102.10 — “The articles of incorporation shall be executed and filed in duplicate in accordance with Section 101.10 of this Act. (a) The articles of incorporation must set forth: (1) A corporate name for the corporation that satisfies the requirements of this Act; (2) The specific purpose or purposes for which the corporation is organized, from among the purposes authorized in Section 103.05 of this Act; (3) The address of the corporation's initial registered office and the name of its initial registered agent at that office; (4) The name and address of each incorporator; (5) The number of directors constituting the first board of directors and the names and addresses of each such director; (6) With respect to any organization a purpose of which is to function as a club, as defined in Section 1-3.24 of "The Liquor Control Act of 1934", as now or hereafter amended, a statement that it will comply with the State and local laws and ordinances relating to alcoholic liquors; (7) Whether the corporation is a condominium association as established under the Condominium Property Act, a cooperative housing corporation defined in Section 216 of the Internal Revenue Code of 1954 or a homeowner association which administers a common-interest community as defined in subsection (c) of Section 9-102 of the Code of Civil Procedure.” Illinois General Assembly. Accessed 2026-10-01.
• 805 ILCS 105/102.10 — “(b) The articles of incorporation may set forth: (1) Provisions not inconsistent with law with respect to: (i) Managing and regulating the affairs of the corporation, including any provision for distribution of assets on final dissolution; (ii) Providing that the corporation shall have no members, or shall have one or more classes of members;” Illinois General Assembly. Accessed 2026-10-01.
• 805 ILCS 105/102.15 — “Upon the filing of articles of incorporation by the Secretary of State, the corporate existence shall begin, and such filing shall be conclusive evidence, except as against the State, that all conditions precedent required to be performed by the incorporators have been complied with and that the corporation has been incorporated under this Act.” Illinois General Assembly. Accessed 2026-10-01.
• 805 ILCS 105/103.05 — “(a) Not-for-profit corporations may be organized under this Act for any one or more of the following or similar purposes: (1) Charitable. (2) Benevolent. (3) Eleemosynary. (4) Educational. (5) Civic.” Illinois General Assembly. Accessed 2026-10-01.
• 805 ILCS 105/104.05 — “Shall be distinguishable upon the records in the office of the Secretary of State from the name or assumed name of any domestic corporation or limited liability company organized under the Limited Liability Company Act, whether for profit or not for profit, existing under any Act of this State” Illinois General Assembly. Accessed 2026-10-01.
• 805 ILCS 105/105.05 — “A registered agent, which agent may be either an individual, resident in this State, whose business office is identical with such registered office, or a for profit domestic or foreign corporation, limited liability company, limited partnership, or limited liability partnership authorized to transact business in this State that is authorized by its statement of purpose to act as such agent, having a business office identical with such registered office. (b) The address, including street and number, if any, of the initial registered office, and the name of the initial registered agent of each corporation organized under this Act shall be stated in its articles of incorporation;” Illinois General Assembly. Accessed 2026-10-01.
• 805 ILCS 105/115.10 — “The Secretary of State shall charge and collect for: (a) Filing articles of incorporation, $50.” Illinois General Assembly. Accessed 2026-10-01.