Illinois Do-It-Yourself Filings

You must first know what type of entity you are.  Are you a foreign corporation or LLC or a domestic corporation or LLC, and what is the difference?  Once you have established this, you will be more confident in choosing the correct forms to complete.  If in question at all, reach out to us.

Domestic Entity:
A U.S. company doing business in the state in which it is incorporated is considered a domestic entity.

Foreign Entity:
A company that is conducting business in one state when incorporated or chartered in another is considered a foreign entity.

When Completing Forms – Be Thorough:
Always answer EVERY question on the forms – unless it clearly indicates that item is optional.  Always check with the State of Illinois to be sure the name you have chosen is available for use.

Provide the Requested Ancillary Documents, certified copies and good standings.

Certified Copies:
When the form requests certified copies of the organization documents from your domestic state, the state expects you to deliver new copies of your organizational or incorporation documents (Articles of Organization or Articles of Incorporation) with any and all amendments that have been filed with your domestic state. These documents are required to be dated within the past 90 days. These official copies contain a cover page from the Secretary of State with the State seal and Secretary’s signature attesting to the authenticity of your incorporation / format documents therefore certifying that the attached copies are a complete record of what has been filed up to the current date with that Secretary of State’s office. When ordering these types of copies, ask for “certified copies with all amendments.”

For Illinois certified copies and copy requests for corporations, please call 217-782-6875.

For Illinois certified copies and copy requests for LLCs, LPs and LLPs, please call 217-524-8008.

Certificate of Good Standing:
A good Standing or a Certificate of Existence is a certified statement from the Secretary of State indicating the company has met all tax and compliance requirements by that state and is active and in good standing in its state of incorporation and/or qualification. These are typically called a good standing certificate or a status certificate.

Good Standing certificate as supporting documentation now required for LLC’S

Starting on January 1, 2020, in addition to the good standing certificate for the entity qualifying to do business, all members or managers that are a corporation, LLC or other entity who are not currently registered with the Secretary of State as a foreign or domestic entity, must submit a good standing certificate for each member or manager domestic State. This includes annual reports, qualifications, formations, amendments, etc.

Filing Protocol:

• Certain filings need additional filings to proceed or follow the actual filing, such as with a reinstatement. To reinstate a company that has been administratively dissolved for failure to file an annual report, the annual report must be submitted in tandem with the reinstatement documents.  Other examples follow: 
  
  
• When changing agents, you must present both the old, and the new agent information on the forms.
  
  
•  You may not change your agent on an annual report. If you are filing the annual report and want to change agents at the same time, you must complete a statement of change of registered agent and file it in tandem with the annual report, leave the listing for the old agent on the Annual Report, and listing the old and new agent on the change of agent form. Payment for the Annual report, franchise taxes and payment for the agent change should be included with your filing.

• You may not change your agent if your annual report is late or the company is not in good standing.  You must file the annual report first; the agent change will be accepted after the annual report has been accepted.

If your company name is not available for use in Illinois:
You may need to adopt an assumed name which would require an additional filing submitted with your application for authority / admission or the articles of Incorporation/organization.

Corporate annual reports:
where the issued and outstanding shares do not match what is on the state record you may need to file the Cumulative Report in Changes in Issued Shares or Paid-in Capital along with the annual report.

Company Names:
The State of Illinois only looks at the name of the company to determine if it is distinct from any company name already on file.  They don not consider punctuation, the designation (Inc., LLC, NFP endings) and, or, the and special characters.  If the company name is not significantly different from a name on file, you will not be able to use that company name.  It is always best to check with the State of Illinois for verification that the name you wish to use is available for use in Illinois.