Congratulations on launching a business in Illinois. You’ve completed a pile of paperwork to start your enterprise, including writing a business plan, and you’re looking ahead to your annual report. Unlike an operating agreement, which is optional when forming an LLC in Illinois, filing an Illinois annual report is mandatory for companies in the state.
Although some states need only biennial reports, Illinois requires reports every year around the anniversary of your business’s formation. The steps for filing an annual report in Illinois will vary slightly based on whether your company is a limited liability company (LLC) or a corporation.
Filing an annual report is mandatory to keep your business in compliance with Illinois law. Failure to file may result in your entity’s legal status being revoked. In addition, filing by the deadline will prevent your LLC or corporation from accumulating penalties and interest.
The Illinois Secretary of State’s web pages do a good job of explaining the steps you’ll need to file an annual report, whether your business is an LLC or a corporation. But this guide can provide additional information to help you understand the process.
Like other states, Illinois requires businesses to file regular reports to demonstrate that they’re in compliance with the rules of the governing jurisdiction. The certificate of good standing provides evidence that you’re “playing by the rules,” signaling credibility and legitimacy.
Currently, domestic and foreign corporations in Illinois must also pay franchise taxes, which need to be calculated on the corporation’s annual report. But this tax will be phased out by 2024.
Corporate and LLC annual reports are filed with the Illinois Secretary of State, either through the website or via mail. There are some exceptions that don’t allow for electronic filing. For example, corporations that need to list more than six officers and six directors must file a physical (paper) annual report. Likewise, corporations that own property outside of Illinois and/or do transactions outside of the state cannot file electronically.
Although the Illinois Secretary of State may send you a reminder to file your annual report, it’s more of a courtesy. As a business owner, it’s your responsibility to file on time.
Corporations and LLCs have very similar state filing requirements. To begin the filing process, go to the link on the Illinois Secretary of State website for LLCs or corporations and enter your file number. If you don’t know it, you can search the Corporation/LLC database by file number or name.
The contents of an annual report, however, will be different for LLCs and corporations. Because LLCs are generally simpler business structures, the one-page annual report form will focus more on the basics. Requirements include the company name and principal place of business, registered agent’s name and address, and names and business address of the LLC’s managers and any member with the authority of manager.
Corporations in Illinois have a two-page form to fill out for their annual report. You’ll need to submit basic information on all the officers and directors. There are also sections on shares, ownership, paid-in capital, franchise tax, allocation factor, and Illinois capital, among other details.
All annual reports for the state are filed with the Office of the Illinois Secretary of State. In addition to the exceptions previously listed for corporations, there are some instances in which an LLC cannot file an annual report electronically.
LLCs that need to change their registered agent and/or registered office must first submit form LLC-1.36/1.37. Additionally, LLCs cannot file an annual report electronically if the LLC:
However, electronically filed LLC annual reports can report business address changes and changes to the names and/or addresses of managers or members with the authority of manager.
In Illinois, annual reports are due by the end of the month prior to the one in which the business was formed. If you registered your LLC on September 7, the annual report will be due by August 31 each year. The same deadline applies to domestic and foreign companies, whether they are corporations or LLCs.
The fee for LLCs and corporations is $75. Nonprofits must pay $10 to file an annual report.
You can use a Visa, MasterCard, Discover, or American Express card to pay these fees. A small payment processor fee will be assessed on every transaction.
With only one page to fill out, LLCs have a lighter assignment in terms of prep work. Annual reports will require the following information:
Domestic and foreign corporations have longer, more complicated forms. Their annual reports will need to include:
Both foreign and domestic corporations that have changes to shares or paid-in capital must also fill out form BCA 14.30 and submit it with the annual report in the same envelope.
Generally, the Illinois Secretary of State immediately processes annual reports that are filed online. Mail filings take much longer to process.
If you filed your annual report online, it’s wise to print out the filled-out annual report for your records and keep your payment receipt as proof that you filed. Additionally, you can request certified copies of filed annual reports.
Registered agent services filing an annual report on behalf of your business can provide you with proof of filing.
In addition to the penalties for late filings, missing a deadline to file an annual report can jeopardize your business’s good standing.
Mark your calendar to avoid missing the deadline or there may be a late fee. While nonprofits will only need to pay an additional $3 for late filings, LLCs and corporations have steeper penalties. If you fail to file at all, the state will void your LLC or corporate status, leaving you vulnerable to lawsuits and/or taxation problems.
Corporations that don’t file their report by the due date can be charged 10% of their total franchise taxes. Failure to file at all can put your corporation in legal jeopardy.
LLCs that don’t file their annual reports within 60 days of the deadline must pay a $100 late filing penalty. Failing to file at all will eventually lead the Illinois Secretary of State to declare that your company is no longer a legal entity. An administrative dissolution of your company will require new paperwork to be filed to get your company reinstated.
Keeping your company in good standing by filing annual reports also helps protect the name that you registered for your business. If the company becomes inactive because you didn’t keep up with the required legalities, someone else could claim the name and you’d have no right to sue for ownership.
Putting off filing an annual report will cost you money (penalties) and time. Once a business’s standing is revoked, Illinois requires paperwork to get it reinstated. Both LLCs and corporations will need to file a Request for Tax Clearance with the Illinois Department of Revenue. Processing can take up to 10 business days.
The Illinois Secretary of State offers some general guidelines for filing annual reports on its website for both corporations and LLCs.
The annual report for a corporation must be filed by an officer of the corporation. This person must be listed in the section for officers. The annual report for an LLC can be filed by any member of the LLC. Your registered agent service can file annual reports on your behalf.
No. In Illinois, you can submit an annual report with an electronic signature.
When filing an annual report for an LLC, you can report changes to the principal place of business and the names and addresses of managers or any member with the authority of manager. To report a change to your registered agent or the registered agent’s office address, you must use form LLC-1.36/1.37, along with a $25 filing fee.
Corporations cannot change the registered agent’s name or address on the annual report. This change must be filed using form BCA 5.10/5.20, along with a $25 filing fee. All other amendments must be filed separately using form BCA 10.30, along with a $50 filing fee.
If your payment doesn’t clear, the filing is void. The company could be placed in delinquent status if you don’t use another form of payment to ensure the filing is done by the deadline.
Disclaimer: The content on this page is for information purposes only and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.
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