Sponsored by:
Corp-Link Services, Inc.
118 W. Edwards Street
Suite 200
Springfield, IL 62704
www.corp-links.com
Phone: (217) 789-7550
Toll Free: (888) 927-7550
Fax: (217) 789-7570
National Corporate Services, Inc.
2 Club Centre Court
Suite 5
Edwardsville, IL 62025
www.ncservices.com
Phone: (618) 656-3791
Toll Free: (866) 416-6274
Fax: (618) 656-3795
Premier Corporate Services, Inc.
200 West Adams Street
Chicago, IL 60606
www.premiercorp.com
Phone: (312) 346-3606
Toll Free: (800) 934-2556
Fax: (312) 346-3607
|
Secretary of State
Status Search
Forms
|
| Fax File: |
UCC: No
Corporate: Yes (with application) |
| E File: |
UCC: No
Corporate: No |
| Expedited Services: |
UCC: No
Corporate: Yes ($100) |
| Name Reservations: |
Yes (90 days; $25) |
| Preclearance: |
Yes |
|
| Apostilles and Authentications (Illinois) |
| Contact Information - Illinois Secretary of State |
| Domestic Corporation Dissolution Summary (Illinois) |
| Domestic Corporation Summary (Illinois) |
| Fax Filing in Illinois |
| Federal Tax Lien Searches (Illinois) |
| Foreign Qualification Summary (Illinois) |
| LLC Formation Summary (Illinois) |
| Name Reservation in Illinois |
| Separate Filing Fees (Illinois) |
| UCC Filings (Illinois) |
|
Apostilles and Authentications (Illinois)
Apostilles can be submitted to the IL SOS Index Department via written request or via a service company.
The original document(s) to be certified, which have already been signed by a certified public official (i.e. IL notary).
Fee: $2.00 fee per document made payable to the Secretary of State.
About Authentication and Apostilles
Authentication or a certificate of magistracy is an official certificate issued by the state official's office where the notary public is commissioned, confirming the existence of the notary public (or public officer) who has notarized the document. These certifications may be required when a document is being sent to another state or foreign country.
If the countries where the document is being sent is a member of the Hague Convention, you can receive an "apostille" from the state where the notary is commissioned.
In order to obtain an apostille or authentication, the document must be an original signed by the executing party, bearing an accurate notary public's signature (exact name of the notary as it currently stands of the state's records), date commission expires and notarial seal.
It the country is not a member of the Hague Convention, the authentication process is a two step process. First the document will require certification from the IL SOS as to the notary's signature. Second, it will require authentication of the country's embassy or consulate.
Posted by: dannunciata
Updated: July 09, 2008
|
Contact Information - Illinois Secretary of State
Illinois Secretary of State
Corporations Division
Third Floor Howlett Building
Springfield, IL 62756.
Toll-free within Illinois: 1-(800) 252-8980
Corporations (217) 782-6875
LLCs (217) 524-8008
Trademarks (217) 524-0400
Posted by: jwhite
Updated: July 08, 2008
|
Domestic Corporation Dissolution Summary (Illinois)
Pursuant to Illinois Business Corporation Act of 1983 (805 ILCS 5/Art. 12 et seq.), to successfully dissolve an Illinois corporation, Articles of Dissolution are filed after the necessary authorizations of the incorporator(s) and/or directors/shareholders.
Consents:
Prior to Stock Issuance or Commencing Business: Majority of incorporators (if no directors); or majority of directors.
After Stock Issuance: Resolution of the board of directors and 2/3 of all voting shareholders at a meeting or written consent; or by unanimous written consent of all shareholders entitled to vote.
Tax Clearance: Not required. However the company must be current with all filings and franchise taxes.
Execution and Filing: Executed by the incorporator(s) or officer(s). The articles must be prepared in black ink and submitted in duplicate originals to IL SOS.
Filing Fee: $55.00
Dissolutions, Generally
A corporation, by a recommendation of directors and a majority vote of stockholders or incorporators if stock has not yet been issued, may elect to voluntarily dissolve and liquidate. Generally, this will involve a sale of all the corporation’s assets, satisfaction of all debts of the corporation, and the distribution of any remaining assets to the stockholders according to the liquidation procedures and priorities set forth in the corporation’s charter.
IRS liquidation issues are provided for in IRC Sections 331 and 336, which provide for distribution to stockholders. An IRS Form 966 is required to be filed as part of the dissolution.
For more information regarding dissolutions, see LeapLaw's Dissolution Best Practice Summary.
Posted by: jwhite
Updated: November 22, 2013
|
Domestic Corporation Summary (Illinois)
Pursuant to the Illinois Business Corporation Act of 1983 (805 ILCS 5/1.01 et seq.), a corporation incorporating in Illinois files Articles of Incorporation with the Illinois Secretary of State (IL SOS).
Corporate Name: The corporate name must contain "corporation" "limited" "company" "incorporated" or abbreviation thereof.
Restricted Words: The name may not contain any word or phrase that indicates or implies that the corporation is organized for the purposes of
insurance, assurance, banking, or a fiduciary.
Maximum Stock for Minimum Filing Fee: None.
No. of Directors: The corporation may have 1 director.
Paid in Capital: There is no minimum amount of paid in capital required to commence business.
Purpose: No specific business purpose is required.
Preemptive Rights: Denied unless specifically granted.
Cumulative Voting: Granted unless specifically denied.
Incorporator: Incorporator may be anyone over 18 years of age and does not have to be a resident of Illinois.
Filing: Filing may be done online. If originals are being filed, submit articles of incorporation to the IL SOS. (IN DUPLICATE, one originally signed document and a second copy, which may be an original, a carbon, or a photocopy).
Filing Fee: $175 minimum (original submitted)
Online Filing Fee: $281.25
Post-Filing Recording: The IL SOS issues a Certificate of Incorporation which is to be submitted to the Recorder of Deeds of the county where the registered office of the corporation is located within 15 days after the mailing thereof by the IL SOS unless such document cannot with reasonable diligence be filed within such time, in which case it shall be filed as soon thereafter as may be reasonably possible.
IL SOS has prepared a guide for incorporating.
Incorporations, Generally
A corporation is a legal entity created through and subject to the state laws of its state of incorporation. The separate legal existence of a corporation begins when the charter is filed with the secretary of state of the state of incorporation. State laws vary regarding the documents required to organize a corporation and the management of its internal affairs and corporate powers.
LeapLaw's Incorporation Checklist identifies the information needed for an incorporation.
A complete incorporation process generally consists of:
Determining name availability and possibly reserving the name
Performing trademark, trade name and domain name preliminary or full searches
Preparing a charter document for filing
Drafting bylaws
Preparing consent of incorporator (if applicable under relevant state law)
Preparing an organizational consent of directors
Obtaining the federal tax identification number by preparing IRS Form SS-4
Preparing IRS Form 2553 (if the company intends to qualify as an S corporation pursuant to the Internal Revenue Code)
Preparing a specimen stock certificate as well as all stock certificates of representing the initial stock issuance
Creating a stock ledger
Preparing and filing applications of foreign qualifications (if any)
Organizing the minute book
For more information regarding incorporations, see LeapLaw's Incorporation Best Practice Summary.
Posted by: jwhite
Updated: August 10, 2010
|
Fax Filing in Illinois
Submitting Fax Filings: Fax filings must be submitted using a fax. All filings are processed on an expedited basis (within 24 hours), using a credit card number provided by the customer on the initial application.
The following documents may be fax filed:
Articles of Incorporation
Application for Reservation of Name
Application to Adopt, Change or Cancel an Assumed Corporate Name
Statement of Change of Registered Agent and/or Registered Office
Articles of Amendment
Articles of Dissolution
Application for Withdrawal and Final Report
Domestic Corporation Annual Report
Foreign Corporation Annual Report
Posted by: jwhite
Updated: February 12, 2012
|
Federal Tax Lien Searches (Illinois)
Federal Tax Lien Searches: You can search for federal tax liens on file at the IL SOS online.
Posted by: dannunciata January 11, 2008
|
Foreign Qualification Summary (Illinois)
Pursuant to the Illinois Business Corporation Act of 1983 (805 ILCS 5/13 et seq.), a foreign corporation may not transact business in this state until it files an Application for Authority to Transact Business with the Illinois Secretary of the State (IL SOS).
Name of Corporation: Name must contain "corporation" "limited" "company" "incorporated" or abbreviation thereof.
In addition, to the exact corporate name, the application requires:
Date and state of incorporation
Registered agent and registered office in Illinois
Names and addresses of directors and officers Purpose of business must state: "To engage in any lawful act or activity for which Corporations may be organized under the General Corporation Laws of Delaware and as permitted under the Illinois Business Corporation Act." Authorized and issued shares of each class Total paid-in capital Estimated amounts of property and business Whether business has been transacted prior to procuring the Authority to Transact Business in Illinois What proportion of property will be located in Illinois, and what proportion of business will be conducted in Illinois.
Supplemental Certificates: Recent certified copy of Articles of Incorporation and all amendments and mergers (certified no later than 90 days) must accompany the filing.
Filing and Execution: The filing is signed by an officer of the company and submitted in duplicate originals to the IL SOS together with a certified copy of the articles or certificate of incorporation that is not more than 90 days old.
The IL SOS has prepared a guide for foreign corporations.
Post-Filing Recording: After the Application for Authority is issued by the IL SOS the corporation must file with the county recorder of the county in which the Illinois registered office is located.
NOTE: Franchise tax in IL is based on a paid-in capital structure and it is not uncommon for taxes to be extremely high based on this method. Prior to qualification, it may be considered to create a subsidiary that will do business in IL. If the subsidiary has a minimal paid-in capital structure, the franchise taxes are much more reasonable. Also see franchise tax.
Foreign Qualifications, Generally
A business entity is initially recognized as a legal entity only in its state of incorporation or formation. If the company plans to "do business" in any other state, it must qualify or register before doing so. State laws, found at LeapLaw's Corporate/LLC Connection provide requirements for business entities doing business in each state.
For more information regarding doing business in foreign states, see LeapLaw's Foreign Qualification Best Practice Summary.
Posted by: jwhite
Updated: June 18, 2012
|
LLC Formation Summary (Illinois)
Pursuant to the Illinois Limited Liability Company Act (805 ILCS 180/1.01 et seq.) a limited liability company forming in Illinois files Articles of Organization with the Illinois Secretary of State (IL SOS).
LLC Name: Note: The LLC name must contain the words "limited liability company, L.L.C. or LLC. The name may not contain “Corporation”, Corp., Incorporated, Inc., Ltd., Co., Limited Partnership or L.P. or any version thereof. It may also not contain any word or phrase that indicates or implies that the company is organized for the purposes of insurance, assurance, banking, or a fiduciary.
No. of Members: The LLC may have 1 member.
Purpose of Business: Articles must include a brief nature of business.
Execution and Filing: Signed by "organizer(s)". Submit in DUPLICATE to the IL SOS together with the supporting documents.
Online: Filing may be made online.
Filing Fee: $500 (paper)
Online Filing Fee: $600
LLC Formation, Generally
A limited liability company (LLC) is an entity created by state statute offering limited liability protection to its members (owners) similar to that enjoyed by stockholders of a corporation. LLC statutes exist in all 50 states.
LeapLaw's LLC/LLP Checklist identifies the information needed for an LLC formation.
A complete formation process generally consists of:
Determining name availability and possibly reserving the name
Performing trademark, trade name and domain name preliminary or full searches
Preparing the formation certificate for filing with the secretary of state
Drafting an operating agreement
Preparing an organizational consent of managers or members
Obtaining the federal tax identification number by preparing IRS Form SS-4
Preparing and filing applications of foreign registrations (if any)
Organizing the company records book
For more information regarding the general formation process see LeapLaw's Limited Liability Company Best Practice Summary.
Posted by: jwhite
Updated: February 12, 2012
|
Name Reservation in Illinois
A business name may be reserved in Illinois for 90 days by filing an Application of Name Reservation with the Illinois Secretary of State (IL SOS).
The business name must contain the words corporation, company, limited or incorporated.
Filing: Submit one original to the IL SOS.
Filing Fee: $25.00 for each reserved name.
Name Reservations, Generally
When the name has been selected and is available, you may want to reserve the name if organizational documents will not be filed immediately. On the other hand, if the organizational filing will be made immediately, it may be determined that reserving the name is not worth the fee (ranging from $30 - $75.00). It is also important to note that in some states the reservation process can take longer than you plan to take to file the actual organizational documents.
Best Practice Tip: If the same service company that reserved the name is not used to do the organizational filing, the filing will be rejected because the name will appear on the state's records as reserved by the first service company, and you will need to ask the first service company to release the name. Using the same service company to do the filing as the one that reserved the name will avoid this delay and confusion.
Posted by: jwhite
Updated: February 12, 2012
|
Separate Filing Fees (Illinois)
The Illinois Secretary of State does not accpet one check for multiple filings for different companies. Each filing must have a separate check made payable to the Secretary of State.
Posted by: dannunciata
Updated: July 08, 2008
|
UCC Filings (Illinois)
UCC Financing Statements are filed in Illinois at the Illinois Secretary of State (IL SOS). Fixture filings are filed in the county registry of deeds where the mortgage is registered.
Online Filing: UCC Filings in IL may be done online.
Paper copies may be filed at the UCC Division. IL SOS requires two copies of the UCC-1 or UCC-3 form together with a check made payable to the Illinois Secretary of State for the correct filing fee.
National forms should be used. Handwritten forms will not be accepted.
The IL SOS will reject the filing if the Debtor and Secured Party Names and addresses are not typed in ALL CAPITAL LETTERS, 12 pt. Times New Roman.
If mailing the UCC, a self-addressed envelope for the return of acknowledgement.
Filing Fee: $20.00.
Turnaround Time: 48 hours. No expedited service is available.
FAQs
Contact Information:
Illinois Secretary of State
UCC Division
Howlett Bldg. Room 350 West
Springfield, IL 62756
Telephone number: (217) 782-7518
UCC Filings, Generally
Once a security interest has been granted in collateral in exchange for credit or some other funding, usually by entering a security agreement, the security interest should be “perfected” by filing evidence of such interest with the appropriate governmental authorities. Perfection of a security interest strengthens the legal rights of the creditor to the collateral in the event that the debt is not repaid in a timely fashion or some other default occurs.
Revised Article 9 (RA-9) of the Uniform Commercial Code (UCC) provides that perfection is completed by filing financing statements (or UCC filings) with appropriate filing offices. Historically, UCC filings were made everywhere the debtor had tangible property or offices and/or was otherwise conducting business.
In July 2001, Article 9 and state UCC laws in all 50 states were revised in an effort to simplify filing requirements. Revised Article 9 ("RA-9") was adopted by all 50 states and the U.S. Virgin Islands with staggered effective dates, but most states adopted some form of RA-9 effective July 1, 2001. Under RA-9 only one filing is required, except as noted below. The appropriate place to file is generally the office of the secretary of state in the jurisdiction of incorporation or organization of the debtor (or the domicile or principal place of business, if an individual or an unincorporated entity). Transition to Revised Article 9 was completed as of July 1, 2006.
Fixture Filings: Under Revised Article 9, fixture filings affecting real estate are still filed in the office where a mortgage would be recorded. Other than creating the ability to file with a standard national form, RA-9 has had no effect on real estate related filings.
Foreign Debtors
A financing statement to be filed against a foreign debtor, without a principal place of business in the United States, is filed in Washington DC. If the foreign debtor maintains a principal office in the United States, the financing statement is filed in the state in which it is registered.
Posted by: jwhite
Updated: July 25, 2008
|
|
