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BCA 14.05d – Corporate Annual Report

Instructions for Completing a Corporation's Annual Report

This topic will address the following questions:

  • When is my annual report due?

  • When do I receive my annual report?

  • How do I calculate my franchise tax?

  • What is paid in capital?

  • Where can I locate my paid in capital?

  • How does paid in capital affect my franchise tax?

BCA 14.05d Form

Background:

Your Illinois Registered Agent will receive your annual report from the State of Illinois approximately 6 weeks prior to the Annual Report’s due date.  That date will be determined by your incorporation date with the State of Illinois.  Annual Reports are due on the first day of your incorporation month in each year.  Filings must arrive at the State prior to the due date.  If they receive the annual report on the 1st day of the month, you will be late and a late penalty will apply.

​Franchise tax is calculated based on the Paid in Capital listed with the State of Illinois at the time of your filing.  If the Paid In Capital does not match what is on file with the State at the time of your filing, you may need to submit form BCA 14.30 Form – Cumulative Report of Changes in Issued Shares and Paid in Capital.  Paid in Capital is also stated on your Federal Income Tax Return for your corporation on Schedule L.

​​There are two versions of the Annual Report form that can be filed with the State.  The annual report that is sent to your registered agent has been partially pre-printed with some of your corporate information.  However, there are many fields that must be completed which will be explained below.  

We have two more articles on Franchise Tax and Timely filings.  Be sure to read each of these to fully understand the importance of these filings and how to calculate your franchise tax.

​As your registered agent, we are happy to assist our clients with their annual reports. 

BCA 14.05D (Corporate Annual Report) Instructions:

THE INSTRUCTIONS BELOW ARE FOR THE ANNUAL REPORT DELIVERED TO YOU BY YOUR REGISTERED AGENT, which is the official form that should be filed.  If you do NOT receive your annual report from your registered agent, the State provides a version (accessible from this webpage) however, it is formatted differently and will not have your company’s specific information pre-printed. It does however, contain the same questions, but in different order.  I would suggest using the linked BCA 14.05d  (domestic corporation) form or the BCA 14.05FOR (if foreign corporation) ONLY if you did not receive your original annual report for filing.

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

Items 1-4 will be pre-printed on your form.  

  • Corporate name with designation (Inc., Incorporated, Ltd, Company). 
  • File number the state gave to your company upon filing your organizational documents.
  • State/Country will have Illinois listed.
  • Inc /Qual date lists the date the state accepted your articles of incorporation or the application for admission to transact business.  

5. List the officers of the company along with their titles and address.  List Directors of the Corporation along with their address.  Keep in mind this information will be public knowledge. Business addresses are acceptable.  The state will reject if this section is incomplete.

6. Share information is pre-printed on the form, be sure that this is accurate.  If the authorized and issued shares, the par value or the class does not match what is on file, then a BCA 14.30 must be completed and submitted along with the Annual Report.

7 a. List the principal office address of the corporation.

7 b. One of the listed officers from line 5 must sign the annual report, provide their title and the date signed.

8. Is not used at this time.

9.  Is the Corporation publicly held (listed on the stock market):  Answer yes or no.  Failure to answer this question will cause your annual report to be rejected.

If you answer yes, you must complete the BCA 8.12 form (https://www.cyberdriveillinois.com/publications/pdf_publications/bca812.pdf) Female and Minority Director’s Report and submit to the State the Corporations most recent SEC 10-K in tandem with the annual report form.

10.  If you are a minority, female or both, and own 51% of the company, tick the appropriate box.

11. The date listed on this line is 3 months prior to your annual report due date.  

11(a) The State will have the amount of Paid in Capital listed in this field.  If this amount is wrong or has changed as of the date listed in line 11. You will be required to submit the BCA 14.30 form along with your annual report.

12 has 2 parts:

1) You have three choices on how to calculate your franchise tax and 2) you must enter your calendar or fiscal year end date.  

Line 12 Part 1:

Tick Box A If :  you are a domestic Illinois corporation and all business is transacted in Illinois, enter 1.00 in line 12 (e) and skip 12 (a) through 12 (d);

Tick Box B If:  your company elects to pay 100% of its franchise taxes.  (This would include foreign corporations where their paid in capital is minimal), enter 1.00 in line 12 (e) and skip 12 (a) through 12 (d);

Tick Box C If:  the corporation has assets and/or transacts business outside of the State of Illinois.  (Just because you transact business out of state or have assets out of state does not mean you MUST choose this method, you have the option to choose B if you are a foreign corporation with minimal paid in capital.)  If you choose this method, you will need the figures from 12(a), 12(b), 12(c) and 12(d) to calculate your franchise tax.  The State is looking for good faith estimates for these numbers.  The formula used is divide (12b + 12d) by (12a +12c) to the 6th digit.  This figure goes into box 12(e).

Line 12(e) if you have placed $1.00 in this field, multiply $1.00 by the amount in line 11(b) (your paid in capital)  Enter this figure in line 12(f).  If you have placed the formula’s answer in 12(e) multiply this answer with 11(b) and enter in 12(f).

Line 12(f) multiply the figure listed in 12(f) by $0.001.  If the figure is less than $25.00, place $25.00 in line 12(g) (this is the minimum franchise tax). Please note that as of 2019 there is a Franchise Tax Exemption applied to all annual reports through the year 2024 where the franchise tax will be eliminated completely.  See *note at the bottom of this article for exemption amounts.

Line 12.(g) Enter the franchise tax from line 12(f).  If the 6 digit figure is greater than $25.00 round the numbers up from the 5th digit.

Line 12(h).  Subtract line 12(h) from 12(g)

Line 12(I). Enter the amount from 12(h).  If this is a negative number insert zero.

Line 12, Part 2:  

2) Enter your calendar or fiscal year end date.

Line 13.  Late Fee Penalty:  Only complete if you are not going to get your annual report filed prior to its due date.  If late Multiply 12(g) by $.010 and, if late, multiply box 12(g) by $0.02 and then multiply by the number of months late – minimum fee is $1.00.

Line 14. Filing Fee:  Pre-printed on form.

Line 15.  Add lines 12(h), 13, and 14.  Place total in line 15

Annual reports can be filed online by following this link:  http://www.cyberdriveillinois.com/departments/business_services/annual_reports/corp_instructions.html.

The corporate annual report can be filed online if you choose option B from line 12 part 1.  All other options chosen will require a paper filing.

The State will add an additional 2.35% convenience charge for credit card use.

To mail your filing by standard U.S. mail:  Make your check payable to the Illinois Secretary of State for the amount in line 15 and send it to the State of Illinois in the yellow envelope provided along with the original annual report.  The State address will show through the window envelope.  Otherwise, mail the annual report and check to:

Alexi Giannoulias
Secretary of State Department of Business Services
501 S. 2nd Street
Springfield, Illinois 62756-5510

*Note:  Franchise Tax Liability Exemption Amounts:

Exemption $1,000.00 (Tax amount in d1-$1,000=d2. If negative number, please place 0 in d2.)