This page lists what the Illinois Business Corporation Act asks of a corporation, with the state amounts in force in 2026. The overview gives the big picture, and the checklist and FAQs turn it into steps. Our business formation page covers choosing a structure.
What the law requires
| Requirement | In plain words | Section |
|---|---|---|
| Articles of incorporation | Filed with the Secretary of State: name, purpose, registered agent and office, incorporators and authorized shares | 2.10 |
| Name | Includes corporation, company, incorporated or limited, or an abbreviation; distinguishable from other state names | 4.05 |
| Registered office and agent | Kept at all times; the agent is an Illinois-resident individual at that office or an authorized entity | 5.05 |
| Board and officers | A board of one or more directors manages the business; officers follow the bylaws | 8.05, 8.10, 8.50 |
| Annual report | Filed with the fee and franchise tax in the 60 days before the anniversary month; lists agent, officers, directors, shares and paid-in capital | 14.05, 14.10 |
| Workforce data | Corporations required to file a federal EEO-1 add similar workforce data to the report | 14.05(m) |
| Distributions | Not allowed if the corporation would be insolvent or its net assets would drop below zero (or below preferred holders' liquidation rights); directors who approve one are liable to it | 9.10, 8.65 |
Key numbers and dates
| Item | Amount or date | Year in force | Source label |
|---|---|---|---|
| Articles of incorporation | $150 | 2026 | 15.10(a) |
| Annual report | $75; the form total is never below $75 | 2026 | 15.10(o), BCA 14.05 |
| Franchise tax rate | 0.1% of Illinois paid-in capital; minimum $25, maximum $2,000,000 | 2026 | 15.45(a) |
| Exemption | First $10,000 of annual franchise tax liability | 2025 and after | 15.35 |
| Late report penalty | 10% of the franchise tax due; none is computed when no tax is due | 2026 | 16.05(a), BCA 14.05 |
| Late franchise tax interest | 2% per month or part of a month, minimum $1 | 2026 | 16.05(f), BCA 14.05 |
| Reinstatement | $200 | 2026 | 15.10(p) |
| Federal C corporation rate | 21% flat | 2026 | 26 U.S.C. 11 |
Illinois paid-in capital of $10 million or less produces tax of $10,000 or less, so the exemption leaves only the $75 fee. For the federal side, see C corporation taxes.
Source: 805 ILCS 5/15.35; Secretary of State form BCA 14.05
Recent and pending changes
Public Acts 102-16, 103-8 and 103-592 raised the exemption in steps, to $10,000 for 2025 onward. The 2025 franchise tax amnesty window ran October 1 to November 15, 2025 and has ended. Public Act 104-159, effective January 1, 2026, added a dissolution ground tied to certain criminal convictions.
Penalties and enforcement
The Secretary of State enforces the Act through filings, and a notice of delinquency goes to the registered office.
| Tier | What can follow | Section |
|---|---|---|
| Report or tax late | 10% penalty on franchise tax due, plus interest | 16.05(a), (f), BCA 14.05 |
| Default not fixed within 90 days of the notice | Administrative dissolution | 12.35, 12.40 |
| Bounced payment or unanswered state questions, not fixed in 30 days | Administrative dissolution | 12.40(b) |
| Unpaid fees or taxes | The state accepts no other filings, and the corporation cannot maintain a civil action until paid | 15.85 |
| After dissolution | Reinstatement; existence treated as continuous, with no shareholder, director or officer liability merely because of the gap | 12.45 |
LLCs follow different dates and have no franchise tax; see the LLC Act rules.
Official sources
- Illinois General Assembly: Business Corporation Act of 1983 (805 ILCS 5)
- Illinois Secretary of State: Corporation fees and forms
- Illinois Secretary of State: Form BCA 14.05, annual report
- Illinois General Assembly: HB2846 bill status
This page is a plain-language summary. The official source controls if there is any difference.