Illinois Corporation Act Checklist, Mistakes and FAQs

This page turns the Illinois Business Corporation Act and its rules and numbers into a yearly routine for owners of Illinois corporations.

The Amber-Binder Annual Loop

Many owners run this seven-step loop once a year and file the results in one amber binder.

1. Find the anniversary month and count back 60 days. The annual report and its $75 fee (2026) go in during that window.
2. Gather the report details: registered agent and office, principal office, every officer and director, authorized and issued shares, and paid-in capital.
3. Work out the franchise tax: 0.1% of Illinois paid-in capital, less the exemption of up to $10,000 of tax. File and pay the $75 fee even when the tax is zero.
4. Note any change in shares or paid-in capital since the last report, because the online system does not take reports with such changes.
5. Confirm the registered agent is current and the registered office address works, since state notices go there.
6. Hold the annual shareholders' meeting the bylaws call for.
7. Before any distribution to shareholders, confirm the corporation would not be insolvent and its net assets would stay above zero and above any preferred holders' liquidation rights.

Common mistakes

• Missing the annual report, which can lead to dissolution after the notice period.
• Assuming no tax due means no filing. The report and $75 are still due.
• Skipping the change report when paid-in capital or shares changed.
• Letting the registered agent's address go stale.
• Carrying on business after an administrative dissolution without reinstating. Directors can be liable for debts incurred in that period unless the corporation is later reinstated.
• Leaving out EEO-1 workforce data when a federal EEO-1 is required.
• Picking a name too close to an existing corporation or LLC name.
• Treating the 100-shareholder S corporation limit as an Illinois rule. It is a federal tax rule.

When to talk to an attorney

These are legal questions that a CPA cannot answer.

• Bylaws, shareholder, buy-sell or voting agreements.
• Personal guarantees, or director and officer liability.
• Issuing stock, convertible notes or equity pay, which also raise securities law.
• Mergers, conversions, or a dissolution with creditor claims.
• Medical or professional corporations, where licensing and ownership rules apply (see the Professional Service Corporation Act).

Frequently asked questions