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Illinois Annual Reports

The Importance of a Timely Filing

This topic will address the following questions:

  • Why do I need to file an Illinois annual report?
  • What are the consequences of not filing an Illinois annual report?
  • What are the penalties and interest on late (or not filed) Illinois annual reports?
  • What entity types have to file an annual report?

Background:

Annual reports are the only way a company can tell the world that they are in compliance with their local jurisdictions. Without this evidence of compliance, the State can hinder your business activities in a variety of ways. First and foremost, without a good standing certificate to evidence your annual report compliance, a company cannot sell itself, merge with another entity, or qualify to do business in another State and in some instances, cannot open a bank account, apply for credit or enter into some contracts or agreements with other companies.

The consequences of non-compliance with the Illinois Secretary of State annual report filing can be quite costly. By not filing your annual report by its due date, your company will begin to accrue penalties and interest and eventually lead to involuntary dissolution and the possible loss of your company name. The penalties and interests accrue until the issue is resolved. If your company has been administratively dissolved, your company will still accrue penalties and interest from the moment your company was in non-compliance until the moment you reinstate and pay those penalties and fines.

Penalties and Interest Calculations by Entity

Penalties and Interest Calculations Non-compliance by an LLC                                       

Your annual report is due by the last day of the month prior to your initial formation month (i.e. if your formation date in Illinois was January 15, 2019, your annual report due date would be December 31, 2020).

If not filed on time, sixty days past your annual report due date, you will receive a notice that states if you do not comply your entity will be administratively dissolved in 60 days. At this point your late penalty is $100.00 on top of your annual report fee of $75.00, which also requires the submission of the annual report (form LLC 50.1).

If you do not file the annual report at this point, the state will begin the process to administratively dissolve your company and you will receive notice of this immediately after the 60 days previously mentioned have lapsed. Reinstating a company after administrative dissolution is an additional $200.00 filing fee associated with the filing of the form LLC 35.40 / 45.65 plus the $100.00 penalty and the filing of the form LLC 50.1 as well as the $75.00 owed for annual report fee and filing. The reinstatement process is expensive and time consuming.

Penalties and Interest Calculations – Non-compliance by a Corporation 

Your annual report is due by the last day of the month prior to your initial formation month (i.e., if your formation date in Illinois was January 15, 2023, your annual report due date would be December 31, 2023).

To determine the penalty accrued to a late filed annual report, multiply the corporation’s franchise tax by 10% (.10) per month. To determine the interest due on a late filed annual report, multiply the corporation’s franchise tax by 2% (.02) per month. The amount due

to the Secretary of State will be the sum of the total penalty and the total interest added together with the corporation’s franchise tax. Payment and acceptance of the annual report by the Secretary of State will bring your company back into good standing.

Failure to file an annual report within thirty days past your annual report due date will trigger a notice of delinquency. Failure to act upon this notification will trigger a second notice 120 days after your annual report due date that the corporation in non-compliance will be administratively dissolved.

To bring your company back into good standing after being administratively dissolved, the corporation must file form BCA 12.45/13.6 Application for Reinstatement Domestic/Foreign Corporation together with the annual report and pay the accrued penalties and interest

as well along with the franchise tax due for each year the corporation failed to file their annual report.

Penalties and Interest Calculations – Non-compliance by a Limited Partnership

Illinois annual reports (LP 210 forms) for limited partnership are due the day before the anniversary of the filing day (for example, you established the limited partnership with the State on December 16, 2023, your annual report due date would be prior to December 15, 2023). The filing fee is $100.00.  If you miss your renewal date, the state will revoke your limited partnership. To reinstate, you would need to file an application for reinstatement (LP 810/906.5).  Filing fee for the Application for reinstatement is $200.00 along with the annual report fee of $100.00.


Penalties and Interest Calculations – Non-compliance by a Limited Liability Partnership

Illinois annual reporting for a limited liability partnership is dependent on the primary jurisdiction of formation.  Domestic limited liability partnerships file a form UPA 1003(D), with a cost of $100.00 per partner (minimum of $200 and a maximum of $5,000).  Foreign limited liability partnerships file the form UPA 1003(F) with a filing fee of $300.00.

Both domestic and foreign limited liability partnerships will expire if the annual report is not received prior to the anniversary date of the original Illinois registration date (as more fully described in the limited partner paragraph).  Reinstatement consists of filing the UPA 1004 form ($200) along with the annual report and its filing fees.


Penalties and Interest Calculations – Not-for-Profit Corporations

Not-for-Profit corporations annual report filing fee is $10.00 and the penalty for being late is $3.00.  Revocation takes place approximately 6 months post annual report due date.  Reinstatement is accomplished by filing the NFP 112.45/113.60 form (filing fee $25.00) along with the annual report ($10.00 filing fee and $3.00 late fee). 

Your annual report is due by the last day of the month prior to your initial formation month (i.e., if your formation date in Illinois was January 15, 2023, your annual report due date would be December 31, 2023).