Illinois Corporation Guide — Updated April 2026

How to Form an
Illinois Corporation

$150 Articles of Incorporation under 805 ILCS 5/2.10, $75 Annual Report, corporate franchise tax PERMANENTLY REPEALED Dec 31 2024 under Public Act 101-0009 — the correction most competitor guides still miss — plus the Illinois Commercial Calendar at Cook County Circuit Court since 2015, CME Group + Cboe Global Markets + Federal Reserve Bank of Chicago infrastructure, and 36 Illinois Fortune 500 HQs anchored by the 3rd-largest US metro.

Form Illinois Corporation — $449 All-In Read the honest "should you" analysis first

Illinois Corporation at a Glance

$150

Articles of Incorporation (805 ILCS 5/15.10)

$75/yr

Annual Report (805 ILCS 5/14.05)

Franchise Tax (repealed 12/31/2024)

7% + 2.5%

Corp Income Tax + PPRT = 9.5% combined

IL franchise tax was repealed 12/31/2024 — read the honest analysis

Should You Actually Form an Illinois Corporation?

Every formation service pitches its featured state as "the best" — so take this with the skepticism it deserves: Illinois is a legitimately strong state for corporations operating in the Chicago financial markets, Chicago tech ecosystem, the Deerfield/Lake Forest/Libertyville corporate corridor, Peoria- Deerfield industrial axis, or any of the state's specialty industries (derivatives trading, commodity markets, food processing, pharmaceuticals, insurance, industrial manufacturing, transportation/logistics). Chicago is the 3rd largest US metro area (~9.4M MSA) and a top-5 US financial center — home of CME Group (the world's largest derivatives exchange by notional volume at ~$1.1 quadrillion per year, owner of CBOT, NYMEX, COMEX, and Dow Jones Indices), Cboe Global Markets (the dominant US equity options exchange), the Federal Reserve Bank of Chicago (7th District, covering Illinois, Indiana, Iowa, Michigan, and Wisconsin), and the Federal Home Loan Bank of Chicago. Illinois has ~36 Fortune 500 headquarters — third behind only Texas and New York in most recent counts — including Walgreens Boots Alliance (Deerfield), Archer Daniels Midland (Chicago), Caterpillar (Deerfield), Abbvie and Abbott (North Chicago), Allstate (Northbrook), McDonald's (Chicago), United Airlines (Chicago), Mondelez and Kraft Heinz (Chicago), State Farm (Bloomington), Illinois Tool Works (Glenview), Exelon (Chicago), Discover Financial (Riverwoods), Motorola Solutions (Chicago), CDW (Vernon Hills), Baxter (Deerfield), Northern Trust (Chicago), CME Group and Cboe (Chicago), Conagra (Chicago), Hyatt (Chicago), and US Foods (Rosemont). Post-December 31, 2024 Illinois is one of the cheapest US states for RECURRING state-level corporate compliance — the $200M+ annual franchise tax regime is permanently gone, leaving only a $75 annual report.

That said — Chicago's financial infrastructure and industrial corridor only matter if you are operating in Illinois or in industries that benefit from Illinois-specific infrastructure (CME/Cboe for derivatives trading, Chicago banking for financial services, O'Hare for global logistics, Peoria- Deerfield axis for industrial manufacturing, Northwestern / University of Chicago / Illinois Institute of Technology for research talent, Federal Reserve Bank of Chicago for regional banking). For VC-bound startups, Delaware is still the institutional standard regardless of where you operate — nearly every Chicago VC-backed company is a Delaware corporation foreign-qualified into Illinois (Groupon was Delaware, Grubhub was Delaware, Avant is Delaware, Enova is Delaware, Relativity is Delaware, Morningstar is Delaware, Sprout Social is Delaware, Cameo is Delaware, Outcome Health was Delaware, Kin Insurance is Delaware, Pritzker Group portfolio defaults Delaware). For pure remote holding companies with no operational nexus anywhere, Wyoming ($60/yr) or South Dakota are often cheaper on ongoing compliance. Illinois's real friction point is the combined 9.5% corporate tax rate (7% corporate income + 2.5% Personal Property Replacement Tax) — higher than California (8.84%), Pennsylvania (8.49% stepping to 4.99% by 2031), New York (6.5% for non-NYC corps), and dramatically higher than Ohio (0% corp income tax), Texas (0% but Margin Tax above $2.47M), or Florida (5.5% with $50k exemption). Illinois is the right answer for: operating businesses genuinely rooted in Chicago, its suburbs, or downstate Illinois metro areas; derivatives, commodities, or options trading firms that need CME/Cboe proximity; mid-market industrial corps in the Deerfield- Peoria corridor; and bootstrapped corps where the $75/yr annual report is actually the best-in-class recurring state compliance fee among top-10 US economies.

You operate in Chicago financial markets (derivatives, commodities, options, futures)

Real operations centered on CME Group (the world's largest derivatives exchange), Cboe Global Markets (the dominant US equity options exchange), the Chicago Stock Exchange, or the Federal Reserve Bank of Chicago are difficult to replicate outside Chicago. Trading firms (DRW, Jump Trading, Citadel, Peak6, Wolverine, IMC, Belvedere, Akuna, Chicago Trading Company, Ronin Capital, Group One Trading, TransMarket Group, XR Trading, Geneva Trading), derivatives introducers, futures commission merchants, and market-infrastructure vendors benefit materially from Chicago-operating status — the regulatory, talent, and counterparty ecosystem is unique. For these operations, forming in Illinois avoids the foreign- qualification overhead of operating as a Delaware/Nevada corp in Illinois while still receiving registered-agent and annual compliance fees in both states.

You operate in the Deerfield-Peoria industrial corridor or Chicago suburban pharma axis

The Chicago suburbs are home to one of the densest US industrial and pharmaceutical corporate corridors — Walgreens Boots Alliance (Deerfield), Abbott Laboratories (North Chicago), Abbvie (North Chicago — spun out of Abbott 2013), Baxter International (Deerfield), CF Industries (Deerfield), Caterpillar (Deerfield), Illinois Tool Works (Glenview), Kraft Heinz (Chicago), US Foods (Rosemont), Conagra (Chicago), Mondelez (Chicago), Hyatt (Chicago), CDW (Vernon Hills), Zebra Technologies (Lincolnshire), W.W. Grainger (Lake Forest), Allstate (Northbrook), Motorola Solutions (Chicago), Ulta Beauty (Bolingbrook), and Packaging Corp of America (Lake Forest). For an operating company in these industries that needs supplier-network proximity, customer-network proximity, or skilled-labor pools (Chicago is #4 US metro by STEM workforce and #1 by commodities/derivatives workforce), Illinois-domestic incorporation makes sense. Most of these F500s are Delaware corps foreign-qualified to IL — but a bootstrapped operating corp without institutional fundraising plans saves the Delaware overhead by going IL-domestic.

You value the post-2024 compliance simplification

Public Act 101-0009 (2019), signed by Governor Pritzker on June 5, 2019, put Illinois's corporate franchise tax on a 5-year phase-down: $30 exemption in 2020, $1,000 in 2021, $10,000 in 2022, $100,000 in 2023, $1M in 2024, and PERMANENT REPEAL effective December 31, 2024. As of January 1, 2025 Illinois charges ZERO franchise tax on corporations — no minimum, no paid-in-capital surcharge. The only recurring state-level fee is the $75 annual report. This is one of the cheapest recurring state- level corporate compliance regimes among top-10 US economies — better than California ($800/yr minimum franchise tax + $25 annual Statement of Information), New York (Biennial Statement $9 every 2 years + no franchise tax but 6.5% corp income + MTA + NYC BCT), Texas ($0 annual fee but Margin Tax above $2.47M), and Massachusetts ($500/yr annual report). Illinois post- 2024 matches Ohio (no annual report at all, $99 filing) as the top-2 easiest US states for ongoing corporate compliance. For bootstrapped operating corps with no institutional fundraising plans, the simplification alone can justify IL-domestic formation.

You are Chicago/Cook-County-sited and value the Commercial Calendar

The Illinois Commercial Calendar at the Cook County Circuit Court Law Division (established by General Administrative Order 15-1 in 2015, expanded 2017) is the state's specialized commercial litigation docket, handling commercial disputes with amount in controversy ≥ $500,000 filed in Cook County. Five calendar judges as of 2025, dedicated case managers, compressed discovery schedules, mandatory early case management. For a Chicago-sited corp facing business-to-business commercial litigation (contract disputes, UCC claims, trade secret misappropriation, partnership/LLC disputes, commercial real estate), the Commercial Calendar is a meaningfully more sophisticated venue than general Circuit Court. It is materially less mature than the North Carolina Business Court (operational since 1995) or Delaware Chancery (1792), but it is the best commercial-litigation venue in Illinois.

When Illinois is NOT the right state — read before forming

1. You are VC-bound. Delaware is the institutional standard. NVCA term sheets, Y Combinator SAFEs, Series Seed documents, and every major startup law firm's form library default to Delaware C-Corp. Nearly every Chicago-headquartered Fortune 500 is actually a Delaware corporation foreign-qualified into Illinois (Walgreens Boots Alliance, Archer Daniels Midland, Caterpillar, Abbvie, Abbott, Allstate, McDonald's, United Airlines, Mondelez, Kraft Heinz, CME Group, Cboe, Northern Trust, Discover, Motorola Solutions, Illinois Tool Works, Baxter, US Foods, Hyatt, Deere, Conagra, Ulta Beauty, and CDW are all Delaware corps). Every notable Chicago startup (Groupon, Grubhub, Avant, Enova, Relativity, Morningstar, Sprout Social, Cameo, Kin Insurance, SMS Assist, Project44, Tock, G2) was or is a Delaware corp. Converting an IL corp to Delaware at a priced round adds $10,000–$25,000 in legal fees AND can trigger Illinois income tax on unrealized appreciation at conversion. If you are ≥30% certain about future institutional fundraising, skip Illinois and go Delaware from day one.

2. You want a low state corporate income tax rate. Illinois's combined 9.5% effective state corporate tax rate (7% income + 2.5% PPRT) is among the highest in the US — higher than California (8.84%), Pennsylvania (8.49% stepping to 4.99% by 2031), New York (6.5% for non-NYC), Georgia (5.19% stepping to 4.99%), Florida (5.5%), and dramatically higher than Ohio (0%), Texas (0% income but Margin Tax above $2.47M), Nevada (0%), South Dakota (0%), Wyoming (0%), Washington (0% income but B&O 0.484%–1.5%), North Carolina (2.25% stepping to 0% by 2030), or Tennessee (6.5% Excise on TN-source income only). A high-margin operating corp generating $5M–$10M of Illinois-apportioned taxable income pays $475K–$950K per year in Illinois state corporate taxes that would be $0 in Texas, Florida, Nevada, Wyoming, South Dakota, or (post-2030) North Carolina. Over a 10-year hold, that is meaningfully millions of dollars in state tax drag that no formation-service marketing page mentions. If state tax minimization is the dominant factor, Illinois loses to most peer states.

3. You are a remote holding company with no Illinois nexus. If you have no Illinois operations, no Illinois customers, no Illinois employees, and no Illinois property, forming in Illinois just creates Illinois-specific compliance overhead without any of the infrastructure benefits. Wyoming ($60/yr annual report, $0 state income tax, charging-order protection), South Dakota ($50/yr annual report, $0 state income tax, perpetual trust statute), Nevada ($150/yr Commerce Tax if above $4M gross + $200 business license), or New Mexico ($50 filing, $0 annual report, anonymous member disclosure) are all materially cheaper for pure holding-company structures. Illinois adds no value to a holding company that has no Illinois operational nexus.

4. Your founders want zero state personal income tax. Illinois's personal income tax is 4.95% flat — constitutionally locked at a flat (not progressive) rate under Illinois Constitution Article IX § 3 (the 2020 Fair Tax amendment to allow a progressive rate was rejected by voters 53% to 47%). C-Corp distributions to Illinois-resident shareholders are subject to this 4.95% personal rate. S-Corps and LLC pass-through income flows through at the same 4.95% rate plus 1.5% Personal Property Replacement Tax on partnerships = 6.45% combined for IL-resident shareholders of pass-through entities. For founders whose personal tax situation is the dominant driver, Texas, Florida, Nevada, Tennessee, South Dakota, Wyoming, Washington (on earned income), and New Hampshire (on earned income) all have zero state personal income tax — materially better at the shareholder level. Illinois residents pay ~4.95% on every dollar of distribution, and this rate is unlikely to drop given the voter-rejected Fair Tax amendment and the state's pension-funding obligations.

5. You want Chicago office presence without Illinois tax exposure. Delaware-incorporation + Illinois-foreign-qualification is a common and correct pattern for Chicago-operating startups and growth-stage corporations — you get Chicago office, Chicago talent pool, and CME/Cboe proximity without committing your domicile to Illinois's combined 9.5% corporate rate. Illinois foreign-qualification fee is $150 one-time plus the same $75/yr annual report — equivalent to Illinois-domestic formation costs, but your Chancery jurisdiction is Delaware and your domicile-based tax treatment is controlled by Delaware law. For any Chicago- sited operating corp with > $2M of apportioned Illinois income AND plans to have out-of-state investors or out-of- state shareholders at exit, Delaware-domicile + Illinois-foreign is strictly dominant over Illinois- domestic formation. This is why every Chicago F500 is a Delaware corp — the calculus repeats at every scale above a closely-held operating corp.

8 Steps to Form an Illinois Corporation

Choose your corporate name

Under 805 ILCS 5/4.05, your name must be distinguishable from every entity on file with the Illinois Secretary of State and must end with "Corporation," "Incorporated," "Company," "Limited," or abbreviations "Corp.," "Inc.," "Co.," or "Ltd." Search availability at apps.ilsos.gov/corporatellc/ (free search). Name reservation is available under 805 ILCS 5/4.10 for 90 days at $25. Restricted words: "Bank," "Banking," "Trust," "Insurance," "Savings," "Medical" — each requires approval from the relevant Illinois regulator before the SOS will accept the filing. Plan 2–4 weeks for regulated-word approvals. Professional corporations practicing licensed professions (medicine, law, dentistry, accounting, architecture, engineering) must follow the Professional Service Corporation Act at 805 ILCS 10/ — name must include "Professional Corporation," "P.C.," "Service Corporation," or "S.C.," and all shareholders must be licensed in the profession.

Identify your registered agent + registered office

Under 805 ILCS 5/5.05, every Illinois corporation must continuously maintain a registered agent and a registered office in Illinois. Illinois uses the standard "registered agent" MBCA terminology (unlike Ohio "statutory agent" or Arizona "statutory agent"). The registered office MUST be a physical Illinois street address (no P.O. boxes), and the agent must be available during normal business hours to accept service of process, legal notices, and government correspondence. The registered agent can be: (a) a natural person who is an Illinois resident with an Illinois street address, OR (b) a domestic or foreign entity authorized to do business in Illinois with an Illinois registered office.

Failure to maintain a registered agent for 60+ days triggers involuntary dissolution under 805 ILCS 5/12.35. Reinstatement costs $200 plus all missed Annual Reports. Eleet AI provides a registered agent in Illinois, included free for year 1, $100/year for years 2+.

Decide on capital structure (shares + par value)

Illinois's Articles filing fee is a flat $150 — it does NOT scale with authorized shares like Delaware, Ohio, or Arkansas. You can authorize 1,000 shares or 10,000,000 shares for the same $150 fee. This means there is no cost advantage to authorizing small — for any corp that might eventually raise outside capital, authorize the Silicon-Valley-standard 10,000,000 common at $0.00001 par value at formation to avoid needing a later Articles amendment.

Illinois permits common, preferred, multi-class, and series stock under 805 ILCS 5/6.05 through 5/6.30. Include blank-check preferred authority in initial Articles to enable future Series Seed / Series A issuance without requiring an Articles amendment and shareholder vote — just a board resolution plus Certificate of Designation. Illinois also permits no- par stock without any disadvantage under 805 ILCS 5/6.05(b). For Eleet AI's standard template, we authorize 10M common + 5M blank-check preferred at $0.00001 par. Important Illinois-specific nuance: post-December 31, 2024, Illinois has NO franchise tax, so authorized-share structure no longer affects any ongoing state-level tax calculation (unlike Delaware's authorized-shares franchise-tax method, which can produce a $90K+ annual bill for mis-structured SV caps).

Draft + file Articles of Incorporation via Illinois SOS

Illinois's Articles of Incorporation are governed by 805 ILCS 5/2.10. Required elements: (1) corporate name + designator; (2) number of authorized shares (and classes, series, par value, preferences if more than one) under 805 ILCS 5/6.05; (3) name and Illinois street address of registered agent under 805 ILCS 5/5.05; (4) name and address of each incorporator (minimum one person aged 18+) under 805 ILCS 5/2.05; (5) address of the corporation's initial registered office (must match registered agent address). File online through the Illinois SOS portal at apps.ilsos.gov/corporatellc/ ($150 for standard filing), or by mail to Illinois Secretary of State, Department of Business Services, 501 S. Second St., Room 350, Springfield, IL 62756 ($150 paper, same fee).

Optional but near-universal: (a) 805 ILCS 5/7.40 director liability limitation (DGCL § 102(b)(7)- equivalent exculpation — carve-outs for duty-of-loyalty breach, bad-faith acts, intentional misconduct, knowing law violations, unlawful distributions under 805 ILCS 5/8.65, improper personal benefit); (b) 805 ILCS 5/8.75 indemnification authorization; (c) blank- check preferred-stock authority. Include all three in the initial Articles. Illinois SOS returns file-stamped Articles in 10 business days for standard online processing. Expedite tiers under 805 ILCS 5/1.10(b): +$100 (24 hours), +$200 (same day if received before 12:00 PM CT). Unlike New York LLCs (LLC § 206) or Georgia (O.C.G.A. § 14-2-201.1), Illinois has NO publication requirement for corporations — formation is complete on the filing date.

Hold organizational meeting + adopt bylaws

Within 30 days of formation, hold an organizational meeting (or act by written consent under 805 ILCS 5/7.10) to: adopt bylaws, elect officers, ratify registered agent appointment, authorize stock issuance to founders, adopt initial shareholder agreements if applicable, authorize the federal EIN application, authorize opening a corporate bank account, adopt the initial fiscal year, and ratify any pre-formation acts by the incorporator. Bylaws are not filed with the state but are required under 805 ILCS 5/2.25 and form the internal governance framework. Illinois does NOT require bylaws to be filed publicly — they are a private corporate record.

For single-shareholder, single-director corps (the common starter structure), all organizational actions can be taken via unanimous written consent under 805 ILCS 5/7.10 — no physical meeting required. Eleet AI provides the organizational consent template with Illinois-specific § 7.40 and § 8.75 provisions pre- drafted as part of the $299 service fee.

Apply for federal EIN + register with Illinois Department of Revenue

Apply for your federal Employer Identification Number (EIN) through IRS online EIN application — free, instant issuance for domestic applicants with SSN. The EIN is required for opening a corporate bank account, hiring employees, filing federal corporate tax returns (Form 1120 for C-Corps), and the Illinois Department of Revenue business registration.

Register with Illinois Department of Revenue (IDOR) at mytax.illinois.gov using Form REG-1 — required for Illinois corporate income tax, Personal Property Replacement Tax, withholding tax (if hiring W-2 employees), and sales tax (if selling taxable tangible personal property or taxable services under 35 ILCS 120/). Register with Illinois Department of Employment Security (IDES) for unemployment insurance if hiring employees at ides.illinois.gov. If operating in Chicago, register with the Chicago Department of Business Affairs and Consumer Protection (BACP) at chicago.gov/bacp for the appropriate Chicago business license class (Limited Business License, Regulated Business License, or Home Occupation permit).

Issue founder stock + consider Section 83(b) election

Issue founder common stock in exchange for consideration — cash, services, intellectual property, or a combination — documented with a stock purchase agreement, restricted stock agreement if vesting applies, and board resolutions authorizing issuance. For vesting founder stock with a substantial risk of forfeiture, file a Section 83(b) election with the IRS within 30 DAYS of the grant date to elect current taxation at grant date fair market value rather than at each vesting event at then-current fair market value. The 30-day deadline is strict and non-extendable — miss it and founders face income tax on each vesting tranche at then-current (likely much higher) fair market value, potentially creating catastrophic tax liabilities at Series A+ rounds.

For Illinois-resident founders, Section 83(b)-elected stock is subject to 4.95% Illinois personal income tax on the excess of fair market value over purchase price at grant date. For early-stage corps where founder stock is purchased at fair market value (e.g., $0.0001 × 4M shares = $400), the Illinois tax impact is minimal. Illinois conforms to federal Section 83(b) treatment under 35 ILCS 5/203 rolling conformity. Eleet AI assists with Section 83(b) filing as part of the standard organizational package.

File the first Annual Report within 12 months

Under 805 ILCS 5/14.05, every Illinois corporation must file an Annual Report before the first day of the corporation's anniversary month each year. The fee is $75 online or $75 paper. The Annual Report discloses: (1) corporation name; (2) state of incorporation (Illinois for domestic); (3) registered agent name and address; (4) registered office address; (5) principal office address; (6) names and addresses of all current directors; (7) names and addresses of all current officers (typically President, Secretary, Treasurer, and any others); (8) number of authorized shares and shares issued and outstanding by class. File online through apps.ilsos.gov/corporateannualreports/. Failure to file within 60 days after the due date triggers late fees ($100 penalty) and eventual involuntary dissolution under 805 ILCS 5/12.35.

The Annual Report is the single recurring state-level compliance obligation for an Illinois corporation post-December 31, 2024 — the franchise tax was permanently repealed by Public Act 101-0009. $75/year, one filing, one month each year. Eleet AI provides Annual Report filing as part of our registered agent service ($100/yr years 2+) — you provide the officer/director list, we handle the SOS filing.

The Illinois Corporate Ecosystem

Illinois is the 6th most populous US state (~12.6M), the 5th largest state economy at ~$1.03T GDP, and home to the 3rd largest US metro area (Chicago MSA ~9.4M). Fortune 500 density: ~36 Illinois-HQ F500s. Top-5 US financial center by most measures. These are the specific industrial clusters that make Illinois-domestic incorporation advantageous for operating businesses.

CME Group + Cboe + Fed Chicago

Top-3 US financial infrastructure. CME Group (NASDAQ: CME, $72B market cap as of 2025) is the world's largest derivatives exchange by notional volume (~$1.1 quadrillion/yr), owner of CBOT (grain futures), NYMEX (energy futures), COMEX (metals futures), and Dow Jones Indices. Cboe Global Markets (Cboe Options, S&P 500 options) is the dominant US equity options exchange. The Federal Reserve Bank of Chicago serves the 7th District (IL/IN/IA/MI/WI). The Federal Home Loan Bank of Chicago supports member banks across IL and WI.

Deerfield Pharma Corridor

North Chicago + Deerfield + Lake Forest form one of the densest US pharmaceutical corporate corridors. Walgreens Boots Alliance (Deerfield, F500 #16, ~$140B revenue — world's largest retail pharmacy chain), Abbott Laboratories (North Chicago, F500 #68, ~$40B — medical devices, diagnostics, nutrition), Abbvie (North Chicago, F500 #47, ~$54B — spun out of Abbott in 2013, maker of Humira, Skyrizi, Rinvoq), Baxter International (Deerfield, F500 #208, ~$15B — hospital products, renal care), CF Industries (Deerfield, F500 #312 — nitrogen fertilizer). Plus Takeda Pharmaceuticals' US HQ (Deerfield) and Horizon Therapeutics (Deerfield, acquired by Amgen 2023 for $28B). ~$280B+ aggregate annual revenue.

Chicago Financial Services

Major Chicago financial services HQs: Northern Trust (Chicago, F500 #312, $150B+ AUM — custody, private banking, asset servicing), Discover Financial (Riverwoods, F500 #277 — credit cards, direct banking), Allstate (Northbrook, F500 #74 — P&C insurance), State Farm (Bloomington, F500 #38 — largest US P&C insurer at ~$80B revenue), Kemper (Chicago), Old Republic International (Chicago), Gallagher (Rolling Meadows, F500 #319 — insurance brokerage). Chicago VC: Pritzker Group, GTCR, Thoma Bravo, Madison Dearborn Partners, Valor Equity Partners, Baird Venture Partners, MATH Venture Partners, Hyde Park Angels, Chicago Ventures, Jump Capital, 7wire Ventures.

Food + Consumer Chicago

McDonald's (Chicago, F500 #110 — global fast food, moved from Oak Brook to Fulton Market 2018), Archer Daniels Midland (Chicago, F500 #38 — agricultural commodities, moved HQ to Chicago from Decatur IL 2014), Mondelez International (Chicago, F500 #109 — Oreo, Cadbury, Toblerone), Kraft Heinz (Chicago/Pittsburgh co-HQ, F500 #145), Conagra Brands (Chicago, F500 #230), US Foods (Rosemont, F500 #131 — foodservice distribution), Ulta Beauty (Bolingbrook, F500 #308 — largest US beauty retailer), Hyatt Hotels (Chicago, F500 #387).

Industrial + Aerospace

Caterpillar (Deerfield, F500 #70 — heavy construction equipment, moved HQ from Peoria to Deerfield 2018, Peoria retains R&D + manufacturing), Illinois Tool Works (Glenview, F500 #226 — industrial equipment), Deere & Company (Moline — agricultural equipment, Fortune 500 #87, HQ in IL but Delaware-incorporated), Motorola Solutions (Chicago, F500 #349 — mission-critical communications). Boeing famously moved its HQ from Chicago to Arlington VA in 2022 — Illinois lost a top-5 aerospace F500 but retains the major Boeing supplier ecosystem.

Chicago Tech Ecosystem

1871 (Merchandise Mart — flagship Chicago tech hub, ~1,000 companies), Matter (Merchandise Mart — healthcare tech), mHUB (West Loop — hardware/manufacturing), The Shed, Chicago Tech Academy. Notable Chicago tech companies: Morningstar (Chicago — investment research), Groupon (Chicago — local commerce), Grubhub (Chicago — food delivery, acquired by Just Eat Takeaway 2021), Avant (Chicago — consumer credit), Enova International (Chicago — online lending), Relativity (Chicago — e-discovery legal tech), Sprout Social (Chicago — social media management), Outcome Health (Chicago — defunct healthcare advertising), Project44 (Chicago — supply chain visibility, $1.2B Series F 2022), Kin Insurance (Chicago — homeowners insurance), Cameo (Chicago — celebrity video), G2 (Chicago — software reviews), Tock (Chicago — restaurant reservations, acquired by Squarespace 2021), SMS Assist (Chicago — facilities management, acquired by Roper 2021).

O'Hare + Midway

O'Hare International Airport — 3rd busiest US airport (~77M passengers 2024), United Airlines' largest hub, American Airlines' 2nd largest hub. 900+ daily departures. Connects Chicago to 250+ destinations including 65+ international. Midway International Airport — Southwest Airlines' 2nd largest hub, 600+ daily departures. Combined, Chicago has the 2nd largest US airport system (after NYC LGA+JFK+EWR). For distribution, logistics, and transportation businesses, Chicago's connectivity is second only to NYC.

Universities + R&D

University of Chicago (south side — economics Nobel laureate density, booth School of Business), Northwestern University (Evanston — Kellogg School of Management, McCormick engineering, Feinberg medical), University of Illinois at Urbana-Champaign (Champaign — #5 US computer science program, NCSA supercomputing, Blue Waters), Illinois Institute of Technology (Chicago — engineering, architecture, law), University of Illinois at Chicago (UIC, Chicago — medical, public health), Argonne National Laboratory (Lemont — DOE, supercomputing, APS synchrotron), Fermi National Accelerator Laboratory (Batavia — particle physics, Tevatron successor).

Frequently Asked Questions

How much does it actually cost to form an Illinois corporation?

Illinois is mid-priced on formation and, as of 2025, one of the cheapest US states on ongoing state-level corporate compliance fees. The Secretary of State Articles of Incorporation filing fee is $150 under 805 ILCS 5/15.10 (this includes an initial $25 franchise tax base that was made irrelevant by the 2024 franchise tax repeal — the $150 total did not change). The annual report fee is $75 under 805 ILCS 5/14.05, due before the first day of the corporation's anniversary month each year. Expedited filing: +$100 for 24-hour processing (805 ILCS 5/1.10(b)), $200 same-day for documents received before 12:00 PM CT. The killer feature post-2024: the Illinois corporate franchise tax was PERMANENTLY REPEALED effective December 31, 2024 under Public Act 101-0009 (2019) — the five-year phase-down that started in 2020 completed. Before 2020, IL corporations paid $25 minimum + 0.1% of paid-in capital every year for life. Most competitor corp guides still reference that obsolete regime — this is a ~5-year-old correction. Eleet AI charges $449 all-in — $299 service + the $150 passed through to the Illinois SOS. Year 2 and beyond: just the $75 annual report + $100/yr registered agent = $175/yr recurring state-level compliance. True 5-year cost for an IL corp: $449 + ($175 × 4) = $1,149. That is the SECOND-CHEAPEST 5-year compliance cost among the top-10 US states by GDP, behind only Ohio's $1,025 (Ohio has no annual report at all). It meaningfully beats Texas ($3,030 including Margin Tax minimum), California ($4,950 including $800 Franchise Tax × 5), Florida ($1,199), Georgia ($1,124), and New York ($1,445). The gap is $75/yr of annual report — absolute bare minimum. What Illinois makes cheap on compliance fees, it makes expensive on corporate INCOME TAX — see the 9.5% effective rate question below.

Is it true the Illinois corporate franchise tax was repealed?

Yes — permanently, effective December 31, 2024, under Public Act 101-0009 signed by Governor Pritzker on June 5, 2019. The phase-down schedule: pre-2020 (full regime: $25 minimum + 0.1% of paid-in capital with no cap), 2020 ($30 exemption from paid-in-capital base), 2021 ($1,000 exemption), 2022 ($10,000 exemption), 2023 ($100,000 exemption), 2024 ($1,000,000 exemption — which made the franchise tax effectively $0 for all but the largest corporations), and then the entire statutory framework was REPEALED effective December 31, 2024. As of 2025 and forward, Illinois charges ZERO annual franchise tax — no $25 minimum, no paid-in-capital surcharge, no graduated scale. Every corp guide written before 2020 (and most written between 2020 and 2024) describes the old regime. Even LegalZoom, ZenBusiness, and Incfile's Illinois pages had to be rewritten in early 2025 to catch up. The only residual franchise-tax-adjacent fee is the initial $25 that is baked into the $150 Articles filing fee at formation — a one-time cost, not recurring. What Illinois replaced franchise tax revenue with: nothing. It was a $200M+ annual General Revenue Fund line item that Governor Pritzker zeroed out as part of the bipartisan 2019 "Bring Illinois Back Together" bill package. This puts Illinois in the rare company of states with zero ongoing franchise or net-worth tax on corporations — alongside Ohio (repealed 2005), Minnesota (never had one), Wisconsin (never had one), Michigan (repealed 2011), Indiana (phased out 2019), Kansas (repealed 2011), and Kentucky (repealed 2006). Note the 2024 repeal applies to CORPORATIONS — Illinois LLCs had a separate franchise tax that was ALSO repealed in the same legislation on the same timeline. Both are gone.

Does Illinois really have a 9.5% combined effective corporate tax rate?

Yes — and this is the Illinois tax story no national formation service surfaces. Two stacked state taxes apply to C-Corp net income: (1) the 7% Illinois Corporate Income Tax under 35 ILCS 5/201(b)(13) (flat rate, applied to federal taxable income with Illinois adjustments, apportioned by single sales factor); PLUS (2) the 2.5% Personal Property Replacement Tax (PPRT) under 35 ILCS 5/201(c) applied to the SAME base. Combined: 9.5% effective state corporate tax rate. The PPRT is the key quiet tax — it was enacted in 1979 when Illinois constitutionally abolished the personal property tax on businesses, and "replaced" that revenue by layering the PPRT on top of the income tax. PPRT rate for C-corps is 2.5%; for S-corps, partnerships, and pass-through LLCs taxed as partnerships, it is 1.5% (still non-zero). PPRT revenue is distributed to local governments — municipalities, schools, community colleges, park districts, fire protection districts — so legislative pressure to repeal is zero (it would create a ~$1.5B hole in local budgets). At 9.5%, Illinois's combined corporate rate ranks among the highest in the US — higher than New York (6.5% state + 0% add-on = 6.5% for most corps, or up to 8.85% NYC BCT for NYC-sited corps meaning 15.35% in Manhattan), higher than California (8.84%), higher than Pennsylvania (8.49% 2025 stepping to 4.99% by 2031), higher than Massachusetts (8.0% + SEIT), higher than New Jersey (9.0%). Only NYC-sited corps (15.35%), Alaska (9.4% top but lower brackets), and some Minnesota cases beat Illinois. The effective rate is the single biggest reason to NOT form in Illinois unless operating in Illinois — a 9.5% state tax drag on a $10M profit corporation is $950,000/yr vs $0 in TX/FL/NV/WY/WA/SD, vs $499 in OH (0% corporate income tax + $6M CAT exempt), vs $0 by 2030 in NC (Session Law 2021-180 phase-out). Illinois competes on location, talent, infrastructure, and the financial markets — not on tax.

Should I form my corporation in Illinois or Delaware?

Delaware if you plan to raise institutional venture capital, expect board representation from NVCA-signature firms, anticipate an M&A exit, or want 233 years of Court of Chancery precedent on governance disputes — Delaware is the institutional standard. Every major Chicago VC (Pritzker Group, GTCR, Thoma Bravo — which is Chicago-founded but invests globally, Madison Dearborn Partners, Valor Equity Partners — which funded Tesla and SpaceX early, Baird Venture Partners, MATH Venture Partners, Hyde Park Angels) will expect a Delaware C-Corp for any priced round — the Illinois Securities Department has nothing unique to offer, the Cook County Commercial Calendar has 9 years of precedent versus Delaware Chancery's 233, and no Illinois-specific governance doctrine exists that institutional counsel would prefer. Illinois if you have genuine operational nexus in Illinois (Chicago financial markets, Chicago tech — Groupon, Grubhub, Avant, Enova, Relativity, Morningstar, Groupon, Cameo, Outcome Health, SMS Assist, Sprout Social, Kin Insurance, Peoria/Deerfield industrial — Caterpillar, ADM, Abbvie, McDonald's), want simple post-2024 compliance (no franchise tax, $75 annual report), or are a closely-held Illinois operating business with no institutional fundraising plans. The Chicago nuance: nearly every publicly-traded Illinois-headquartered Fortune 500 is actually a Delaware corporation foreign-qualified into Illinois (Walgreens Boots Alliance, Archer Daniels Midland, Caterpillar, Abbvie, Abbott, Allstate, McDonald's, United Airlines, Mondelez, Kraft Heinz, CME Group, Cboe, Northern Trust, Discover, Motorola Solutions, Illinois Tool Works, Baxter, US Foods, Hyatt, Deere, Conagra, Ulta Beauty, and CDW are all Delaware corps). Even CME Group — the archetypal Chicago company, founded 1898 as the Chicago Butter and Egg Board — is incorporated in Delaware. The Chicago VC and law firm ecosystem (Kirkland & Ellis, Sidley Austin, Winston & Strawn, Jenner & Block, Mayer Brown, Latham & Watkins, Skadden Chicago) defaults to Delaware for every priced round. Converting an IL corp to Delaware at a priced round via 805 ILCS 5/11A.25 conversion + DGCL § 388 domestication adds $10,000–$25,000 in legal fees and can trigger Illinois income tax on unrealized gains at conversion. If you are ≥30% certain about future institutional fundraising, skip Illinois and go Delaware from day one. For Illinois-operating bootstrapped businesses with no plans for institutional fundraising, domestic Illinois saves the Delaware $175+ minimum franchise tax, $50 Delaware annual report, and the administrative overhead of maintaining two jurisdictions. The calculus for a Chicago operating corp planning a Series A in 18–24 months: form Delaware from day one. For a Chicago-area family-owned operating corp with zero fundraising plans: form Illinois.

What is the Illinois Commercial Calendar?

The Illinois Commercial Calendar is the specialized commercial litigation docket at the Circuit Court of Cook County, Law Division, established by Chief Judge General Administrative Order 15-1 in 2015 and expanded significantly in 2017. Jurisdiction: commercial disputes with amount in controversy ≥ $500,000 filed in Cook County, covering breach of contract, UCC disputes, corporate governance, shareholder derivative actions, securities, trade secret misappropriation under 765 ILCS 1065, business tort claims, M&A disputes, commercial real estate disputes, and other business-v-business litigation. Five calendar judges as of 2025 (Chief Judge Timothy C. Evans appointments rotate), each managing ~150–200 active cases with dedicated case managers, electronic document management through the Cook County e-filing portal, compressed discovery schedules (12-month standard track), and mandatory early case management conferences. The Commercial Calendar is NOT an Article 3 court of equity like Delaware Chancery — it is a specialized docket within a general Circuit Court, so cases can be jury trials if either party demands. Publications: the Commercial Calendar judges publish a limited body of written rulings and the Cook County Commercial Litigation docket receives regular coverage from Law360, Bloomberg Law, and Crain's Chicago Business. Versus Delaware Chancery: Illinois has 10 years of Commercial Calendar precedent versus Delaware's 233 years of Chancery precedent; Delaware Chancery has no jury and is a court of equity with narrow subject-matter jurisdiction (internal corporate affairs, fiduciary duty, fraud, equitable remedies); Illinois Commercial Calendar is broader in jurisdiction (any commercial dispute ≥ $500k) but less sophisticated on pure corporate governance doctrine. For institutional governance litigation, Delaware Chancery remains the institutional standard; the Illinois Commercial Calendar is a reasonable second-best option for Cook-County-sited commercial disputes and is meaningfully more experienced than general Illinois Circuit Court for complex business cases. It is materially less mature than the North Carolina Business Court (operational since 1995), the Nevada Business Court (2000), the New York Commercial Division (1995), or the Delaware Chancery Court — positioning it in the second tier of US state commercial courts.

Does Illinois use "Articles of Incorporation" and "registered agent"?

Yes — Illinois uses standard MBCA-aligned terminology. The formation document is called "Articles of Incorporation" under 805 ILCS 5/2.10 (not Delaware's "Certificate of Incorporation" or New York's "Certificate of Incorporation under BCL § 402"). The state-appointed agent for service of process is called the "registered agent" under 805 ILCS 5/5.05 (not Ohio's "statutory agent" or Arizona's "statutory agent"). Illinois is one of the ~35 US states that tracked the Model Business Corporation Act as the base for its corporation code — 805 ILCS 5/ (the Business Corporation Act of 1983) was enacted effective July 1, 1984 in a major rewrite tracking the 1984 MBCA and has been updated substantially since. Key sections: 805 ILCS 5/1.01 short title; 805 ILCS 5/2.05 incorporators; 805 ILCS 5/2.10 articles of incorporation required content; 805 ILCS 5/2.15 filing with Secretary of State; 805 ILCS 5/3.05 purposes and powers; 805 ILCS 5/5.05 registered office and registered agent; 805 ILCS 5/6.05 authorized shares; 805 ILCS 5/6.30 stock issuance; 805 ILCS 5/7.05 shareholders' meetings; 805 ILCS 5/7.10 action without meeting (unanimous written consent); 805 ILCS 5/8.05 board composition (minimum one director); 805 ILCS 5/8.60 standards of conduct for directors; 805 ILCS 5/7.40 exculpation provisions permitted in Articles; 805 ILCS 5/8.75 indemnification (permissive and mandatory); 805 ILCS 5/10.05 amendment of articles; 805 ILCS 5/11.10 merger; 805 ILCS 5/11A.25 conversion to non-corp entity; 805 ILCS 5/12.05 voluntary dissolution; 805 ILCS 5/14.05 annual report. For diligence counsel familiar with MBCA-jurisdiction states, Illinois is a moderately clean MBCA implementation with some Illinois-specific deviations (notably the single sales factor apportionment under 35 ILCS 5/304 for corporate income tax — Illinois adopted in 2017 via Public Act 100-0023 — that makes Illinois relatively tax-friendly for corps with out-of-state sales versus corps with Illinois sales concentration).

Should I form my corporation in Illinois or Ohio?

Both are large-economy Midwest states with modernized corporation codes. Key differences: (1) Filing cost — IL $150 vs OH $99 (Ohio cheaper by $51); (2) Annual report — IL $75/yr vs Ohio NONE (Ohio wins decisively on recurring compliance); (3) Corporate income tax — IL 7% + 2.5% PPRT = 9.5% combined vs Ohio ZERO state corporate income tax (Ohio wins DECISIVELY — a $10M-profit corp pays $950K IL state tax vs $0 Ohio state tax annually); (4) Gross-receipts tax — IL NONE vs Ohio Commercial Activity Tax at 0.26% above $6M gross receipts (IL wins for corps > $6M gross receipts, Ohio wins for corps under the threshold); (5) Personal income tax (on distributions) — IL 4.95% flat vs Ohio 2.75% flat (Ohio wins materially for state-resident shareholders); (6) Municipal income tax — IL NONE (Chicago has no municipal income tax) vs Ohio major cities 1.8%–3% (IL wins materially for urban-HQ corps); (7) Commercial courts — IL Commercial Calendar at Cook County since 2015 (discretionary Cook-only) vs Ohio Commercial Docket in 10 counties since 2008 (both discretionary; Ohio broader geographic coverage); (8) Economic size — IL 12.6M / $1.03T GDP (#5) vs Ohio 11.8M / $870B GDP (#7) (IL bigger); (9) Industry mix — IL dominant in financial markets (CME, Cboe, Federal Reserve of Chicago), aerospace (until Boeing left 2022), food processing (McDonald's, ADM, Kraft Heinz, Conagra, Mondelez), insurance (Allstate, State Farm), pharma (Abbvie, Abbott, Baxter); Ohio dominant in healthcare (Cleveland Clinic, Cardinal Health), insurance (Progressive, Nationwide), advanced manufacturing, consumer goods (P&G, Kroger), semiconductor emerging (Intel $20B Columbus fab); (10) Fortune 500 density — IL 36 F500s, Ohio 21 F500s (IL wins on corporate ecosystem depth). Decision rule: for Chicago financial markets, Chicago commodity/derivatives trading, Chicago tech operations (Groupon, Grubhub, Avant, Relativity, Morningstar, Sprout Social, Cameo, Outcome Health, Enova, Kin Insurance), Deerfield-corridor pharma (Abbvie, Abbott, Baxter, Walgreens), or genuine Illinois operating nexus, Illinois is the right state DESPITE the 9.5% combined tax rate — the 7% income tax + 2.5% PPRT is the cost of access to the top-5 US financial center and #3 metro area. For pure tax-minimization operating corps with no Illinois nexus OR operating corps under $6M gross receipts with no municipal income tax exposure, Ohio is materially cheaper ($0 corp income tax today, $0 annual report, $99 filing). The cost gap compounds — over a 10-year hold, an Illinois corp with $5M annual profit pays ~$4.75M more in state corporate tax than an Ohio corp with identical profit. Illinois wins on location, talent, and market infrastructure; Ohio wins on pure tax efficiency. Both are correct answers for different businesses.

Should I form my corporation in Illinois or New York?

Both are large-economy, highly-regulated, financially-important states. Key differences: (1) Filing cost — IL $150 vs NY $125 (NY slightly cheaper); (2) Annual report — IL $75/yr vs NY Biennial Statement $9 every 2 years = $4.50/yr amortized (NY decisively cheaper on annual compliance); (3) Corporate income tax — IL 7% + 2.5% PPRT = 9.5% combined vs NY 6.5% state + 30% MTA surcharge (MTA region only) = 8.45% + for NYC-sited corps another 8.85% NYC BCT = 15.35% combined (NY wins for non-NYC corps, IL wins vs Manhattan-sited corps); (4) Shareholder wage liability — IL NONE vs NY BCL § 630 personal liability of top-10 shareholders for unpaid employee wages (NY-specific risk that does NOT apply to foreign-qualified DE corps) (IL wins decisively); (5) Publication requirement — IL NONE vs NY LLC § 206 requires publication for LLCs (not corps — NY corps have NO publication requirement) (both equal for corps); (6) Commercial courts — IL Commercial Calendar at Cook County since 2015 vs NY Commercial Division (Supreme Court Commercial Division) operational since 1995 across 11 New York counties (NY wins decisively — 30 years vs 10 years of specialized commercial precedent, with NY Commercial Division publishing the authoritative body of state commercial law outside Delaware); (7) Economic size — IL 12.6M / $1.03T GDP (#5) vs NY 19.8M / $2.06T GDP (#3) (NY much bigger); (8) Industry mix — IL dominant in commodities/derivatives (CME, Cboe), food processing, industrial (Caterpillar, ITW); NY dominant in financial services (every major bank, every major hedge fund, every major private equity, every major asset manager), media, fashion, pharma (Pfizer), legal services; (9) Financial markets — IL CME $1.1Q/yr notional + Cboe options vs NY NYSE ($45T market cap) + NASDAQ ($20T+ market cap) + bond markets + FX + private capital markets (NY wins decisively on pure capital markets density); (10) Fortune 500 — IL 36 F500s vs NY ~55 F500s (NY wins). Decision rule: for NYC financial services operations (banking, hedge funds, PE, asset management, investment management), NY is the right state DESPITE the 15.35% combined Manhattan rate — the market infrastructure is irreplaceable. For Chicago derivatives, commodities, futures, options trading, or Chicago industrial operations (ADM, Caterpillar, ITW, Abbvie, Abbott, Baxter, Walgreens), Illinois is the right state DESPITE the 9.5% rate. For non-NYC operations in NY state (Long Island, Albany, Rochester, Buffalo, Syracuse, Westchester), non-MTA NY at 6.5% corp tax beats IL 9.5%. For non-Chicago operations in IL (Peoria, Rockford, Springfield, Champaign-Urbana), IL 9.5% still applies everywhere in the state — no regional Illinois tax relief. Most F500s headquartered in IL and NY are Delaware corps foreign-qualified into the operating state.

What are Illinois's distinctive director and officer protection statutes?

805 ILCS 5/ (Illinois Business Corporation Act of 1983) tracks MBCA orthodoxy with Illinois-specific refinements. Key protection provisions: (1) 805 ILCS 5/8.60 — standards for directors: directors must discharge duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner reasonably believed to be in the best interests of the corporation (tracks MBCA § 8.30); (2) 805 ILCS 5/7.40 — exculpation in Articles: Illinois permits Articles provisions eliminating or limiting personal director liability for monetary damages for breach of fiduciary duty, excluding liability for breach of duty of loyalty, acts or omissions not in good faith or involving intentional misconduct or a knowing violation of law, unlawful distributions under 805 ILCS 5/8.65, and transactions from which the director derived an improper personal benefit (tracks DGCL § 102(b)(7) substance — Illinois adopted the exculpation statute in 1988 via Public Act 85-1269 shortly after Delaware); (3) 805 ILCS 5/8.75 — indemnification: mandatory indemnification when director/officer is successful on the merits (§ 8.75(c)); permissive indemnification for good-faith action reasonably believed in corporate interest (§ 8.75(a)–(b)); advancement of expenses upon written undertaking (§ 8.75(e)); Illinois permits corporations to indemnify beyond statutory permissions via bylaws, contract, or board resolution (§ 8.75(j)); (4) 805 ILCS 5/8.75(h) — D&O insurance: corporation may purchase and maintain insurance against any liability asserted against director/officer regardless of whether corporation would have power to indemnify; (5) 805 ILCS 5/8.65 — unlawful distribution liability: directors who vote for or assent to a distribution in violation of the statute are personally liable to the corporation for the amount of the distribution, with contribution rights against beneficiary shareholders; (6) 805 ILCS 5/8.61 — safe harbor for interested transactions (conflicts of interest): director approval after disclosure, shareholder approval after disclosure, or fairness to the corporation at the time of approval; (7) no equivalent of Delaware § 203 business combination statute — Illinois has no anti-takeover statute of comparable strength, though the Illinois Business Takeover Act at 815 ILCS 5/8 imposes tender-offer disclosure requirements for Illinois-organized corps with 10%+ Illinois-resident shareholders. The combination of § 8.60 standards + § 7.40 exculpation (DGCL § 102(b)(7)-equivalent) + § 8.75 indemnification (broader-than-MBCA contract authority) + § 8.75(h) D&O insurance authority makes Illinois's director protection framework competitive with Delaware for non-public companies. For institutional-VC governance disputes, Delaware Chancery remains the institutional standard; for bootstrapped or mid-market Illinois corps, § 7.40 + § 8.75 offer meaningful director liability limitation equivalent to Delaware.

How long does it take to form an Illinois corporation?

Illinois processes online filings received through the Illinois Secretary of State portal (cyberdriveillinois.com) in 10 business days for standard processing. Paper filings mailed to the Springfield office take 15–20 business days. Expedited tiers under 805 ILCS 5/1.10(b): +$100 for 24-hour expedite (next business day after SOS receipt), +$200 same-day expedite for documents received before 12:00 PM CT. Illinois's same-day tier at $200 is mid-priced among US states — slower than Ohio's 4-hour at $300, faster than California's 24-hour at $350. For standard business formation without time-sensitive closings, the 10-day standard path is usually fast enough and skipping expedite saves $100–$200. Eleet AI files standard — no expedite upsell unless customer requests — and most customers see file-stamped Articles within 7–10 business days of payment. For time-sensitive M&A closings, financing-dependent filings, or operating-license-gated launches, the +$200 same-day expedite is the right call. The Illinois Secretary of State does not publish real-time processing times, but during known high-volume periods (fiscal year-end June, calendar year-end December, tax-day April) processing can slip to 14–20 business days for standard filings — expedite becomes effectively mandatory for time-critical work during those windows.

Can an Illinois corporation be a single-shareholder, single-director entity?

Yes. Under 805 ILCS 5/8.05, an Illinois corporation may have a single director — there is no minimum board size requirement. The same person may also serve as the sole shareholder, sole director, and all officer positions under 805 ILCS 5/8.50, which permits a single officer to hold multiple offices simultaneously. This is materially simpler than California Corp Code § 312(a) (which prohibits the President and Secretary from being the same person in single-shareholder situations with narrow exceptions) and aligned with Delaware, Wyoming, Nevada, Texas, Florida, Ohio, and North Carolina. The single-shareholder Illinois C-Corp is a popular structure for: solo-owner operating companies (Chicago consulting, Schaumburg professional services, Naperville tech, Lake Forest wealth management, Rockford manufacturing); single-member real-estate holding corps with Illinois property (Chicago commercial real estate, suburban residential portfolios); family-trust wrappers where the trust is sole shareholder; small Chicago startups at Illinois Science + Technology Park, 1871, Matter, The Frame at Kendall Square, or mHUB ready for pre-seed raising without an institutional round. Illinois does NOT require director names in the Articles — only incorporator name under 805 ILCS 5/2.10. Directors first appear in the public record on the first Annual Report filed the year after formation under 805 ILCS 5/14.05. For Section 1244 qualified small business stock and Section 1202 QSBS eligibility, the Illinois corporation must meet the standard federal requirements (active trade or business, ≤ $50M aggregate gross assets at issuance, ≥ 80% of assets used in qualified trade or business) — Illinois state structure does not affect federal QSBS eligibility. Illinois CONFORMS to federal Section 1202 QSBS treatment under 35 ILCS 5/203 rolling conformity to the Internal Revenue Code — meaning if you qualify for federal QSBS exclusion, the same gain is excluded from Illinois taxable income (unlike California, which decouples). For founder-exit economics on a Chicago-founded corp with $10M of QSBS-eligible gain: 0% federal + 0% Illinois = clean 0% tax on the federally-excluded portion. This is meaningfully better than California (0% federal + 13.3% CA tax on QSBS gain = effectively 13.3% exit drag) and marginally worse than Texas/Florida/Nevada (0% federal + 0% state).

What does Illinois require in the Articles of Incorporation?

Under 805 ILCS 5/2.10, Illinois Articles of Incorporation must state: (1) corporate name ending with "Corporation," "Incorporated," "Company," "Limited," or abbreviations "Corp.," "Inc.," "Co.," or "Ltd." under 805 ILCS 5/4.05; (2) number of authorized shares and, if more than one class, the classes, series, par value, and preferences under 805 ILCS 5/6.05; (3) name and address of initial registered agent under 805 ILCS 5/5.05 (IL street address, no P.O. boxes); (4) name and address of each incorporator under 805 ILCS 5/2.05 (at least one required — any person aged 18+ capable of signing); (5) address of the corporation's initial registered office (must match registered agent address). Optional but near-universal: (a) 805 ILCS 5/7.40 director liability limitation (DGCL § 102(b)(7)-equivalent exculpation — extends to directors with Illinois-specific carve-outs for breach of duty of loyalty, bad-faith acts, intentional misconduct, knowing law violations, unlawful distributions under 805 ILCS 5/8.65, and improper personal benefit transactions); (b) 805 ILCS 5/8.75 indemnification authorization; (c) authorization of blank-check preferred stock under 805 ILCS 5/6.05 with board-determined rights, preferences, and limitations. Filing: online through the Illinois Secretary of State portal at cyberdriveillinois.com ($150 standard online filing, processed in 10 business days), or by mail to Illinois Secretary of State, Department of Business Services, 501 S. Second St., Room 350, Springfield, IL 62756 ($150 paper, same fee, 15–20 business days). Illinois Articles filing fee does NOT scale with authorized shares (unlike Delaware, Ohio, or Arkansas) — so authorize a reasonable 10,000,000-share Silicon Valley-standard structure at formation for the same $150 fee. Expedite tiers under 805 ILCS 5/1.10(b): +$100 for 24-hour expedite, +$200 for same-day expedite (documents received before 12:00 PM CT). Unlike New York LLCs (LLC § 206) or Georgia (O.C.G.A. § 14-2-201.1), Illinois has NO publication requirement for corporations — formation is complete on the filing date. Illinois does NOT require disclosure of directors or officers in the Articles (advantage over Nevada) — only incorporator name and registered agent. Directors first appear in the public record on the first Annual Report filed the year after formation.