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Directions to Complete & Successfully File the Illinois Articles Of Incorporation

This topic will address the following questions regarding the BCA 2.10 form:

  • Why do I have to list a registered agent?
  • How do I determine authorized and issued shares?
  • What does consideration (paid-in capital) have to do with shares?
  • Do I need to have a brick-and-mortar establishment as my principal office?

BCA 2.10 - Articles of Incorporation - Useful Background Information

Background: Illinois recently enhanced its online filing portal to include the Illinois BCA 2.10 form (Articles of Incorporation). Their service provides for routine filing (typically a 10-day turn-around) or expedited filing (24 – 48 hour turn-around). Either service type can be secured online with a credit card. Remember that the only copy of the file-stamped Articles of Incorporation will be that you print out after submitting it to the State of Illinois.

The State has updated the exemptions allowed for franchise tax. See the instructions below for current amounts.

Instructions: Numbered items in the article below correspond to the numbered questions on the form. Unless indicated as optional, all questions must be completed.

Directions for completing the Articles of Incorporation:

The numbered items in the article below correspond to the numbered questions on the form. Unless indicated as optional, all questions must be completed.

1. Corporate Name. list the legal corporate name that will be distinguishable from any other entity in Illinois. This includes the corporate designation that you choose (Corporation, Inc., Ltd., etc.). To check name availability you can call the State of Illinois Name Availability section at: 217-782-6961, hire us as your agent, as we check this before delivering the document you will need to file, or you may email the State with your name availability request by completing their online form located at: http://www.ilsos.gov/ContactFormsWeb/corpform.html.

2. Initial Registered Agent: Every entity in Illinois must maintain an Illinois Registered Agent to accept service of process and state correspondence on behalf of that company. This is a statutory requirement and the Illinois Registered Agent must be named before filing the Articles of Incorporation (Form BCA 2.10). The State of Illinois delivers all documents to the Illinois Registered Agent who in turn, delivers them to the corporation.

Initial Registered Office: The Registered Office is where the service of process and state correspondence is delivered. This would be the address of your Illinois Registered Agent. This address is not to be used as a principal office address.

The principal office is the location where the company receives day-to-day operational mail and keeps the books and records of the Corporation. The Registered Office should never be your registered agent’s office.

Corporations are not required to have a brick-and-mortar location within Illinois. However, the State will not send documents out of state or to the corporation itself. The state will only send documents to the Illinois registered agent.

3. Purpose(s) for which the Corporation is Organized: This field is pre-populated with the general purpose clause. This clause does not limit the corporation to any one specific function. General, this is enough to allow the corporation to expand its ability to diversify. If you feel the need to expound on the general purpose, you may include specific language that will identify your company’s business focus. However, if you intend to expand on your purpose, you will need to paper file with the State of Illinois as the online version only accepts the general purpose clause.

4. Paragraph 1 – Authorized Shares, Issued Shares and Consideration Received:

Authorizes shares: The corporation has the power to create and issue the number of shares stated in the articles of incorporation. These shares may be divided into one or more classes of common shares and any or all may consist of shares with designations, preferences, qualifications, limitations, restrictions, and other such special or relative rights as stated in the Articles of Incorporation. The Articles of Incorporation can limit or deny voting rights of, or provide special voting rights for the shares of any classes or series of stock. However, additional rules exist for preferred or special classes of stock, please refer to Article 6 – “Shares” in the Business Corporation Act.

Issued Shares: Shares are issued to the stockholders (owners) of the company. The percentage of ownership determines the voting weight of each share. The issued shares represent the total number of outstanding shares entitled to vote at any given time. When voting on corporate matters, a majority of the issued and outstanding shares will constitute a quorum. If a quorum is present, the affirmative vote of the majority of the votes of the shares represented at the meeting shall be the act of the shareholders.

Consideration received: Shares may be issued for such consideration as shall be authorized from time to time by the board of directors through action (resolutions) that establishes a price in cash or other consideration, or both, or a minimum price or a general formula or method by which the price can be determined. That value established for each share is then transferred to the paid-in capital of the corporation (which ultimately is used to determine the company’s annual franchise tax). Consideration multiplied by the number of shares issued equals your paid-in capital.

Paragraph 2 – The preferences, qualifications, limitations, restrictions, and special or relative rights in respect of the shares of each class are: If there are no specific restrictions on the shares you are issuing, you do not need to include anything here. If there are restrictions in any way, you must spell this out in this paragraph.

5. a. Number of Directors constituting the initial board of directors of the corporation (must have at least 1).

5. b The names and addresses of persons serving as directors until the first annual meeting of the shareholders.: These are optional items. If the corporation is to issue preferred and or a special class in series stock, the articles may include the names and addresses of the initial directors.

6. This is an optional item related to the issuance of preferred or special class in series stock. If you have authorized and issued millions of shares of stock, and have a large amount of paid-in capital, including this information in articles 6 a through d will provide you an alternate way to calculate your franchise tax and possibly lower your tax.

Franchise Tax Formula

If you use the following formula, you can determine whether you would like to use this field to lower your franchise tax. If this field is not complete, your franchise tax will be based on 100% of the paid-in capital, The formula for calculating is based on 6. a through 6d. is as follows: The sum of b. + d. divided by the sum of a. + c. (allocation factor) multiplied by the paid-in capital then multiplied by 0.0015. The formula should be to the 6th digit and rounded up to the nearest cent.

Franchise Tax Liability Exemption Amounts:

Illinois has implemented the following exemptions on franchise tax. Please see the filing periods set forth below regarding the exemption amount for each year.

1/1/20 – 12/31/20 Exemption $30 (Tax amount in d1-$30=d2. If negative number, please place 0 in d2.)
1/1/21 – 12/31/23 Exemption $1,000 (Tax amount in d1-$1,000=d2. If negative number, please place 0 in d2.)
1/1/24 and after Exemption $5,000 (Tax amount in d1-$5,000=d2. If negative number, please place 0 in d2.)

7. Other provision (this article is optional): This would include indemnity clauses for directors, duration of the corporation, or any other provision under the Business Corporation Act that is required or permitted to be included in the articles of incorporation.

8. Signature of the Incorporators: The incorporators are the person or persons completing this form. Include the typed name and address and sign the document in Black ink.

The form can be submitted to the Secretary of State with your payment determined by the method used to determine the franchise tax and the filing fee of $150.00. The mailing address is on the upper left corner of the first page of the form:

Department of Business Services
501 S. Second St., Room 350
Springfield, Illinois 62756

Online filing of the Articles of Incorporation is now available by following this link: https://apps.ilsos.gov/corparticles/