The Illinois Secretary of State requires most business entities to file an Annual Report each year. This filing updates the state with current information about your entity, ensuring its good standing and compliance with Illinois law.
Why is it important to file? Filing the Annual Report on time is crucial for maintaining your entity’s active status and good standing with the State of Illinois. Failure to file can lead to various penalties and negative consequences, including:
Late Fees:
For LLCs and Corporations: A $100.00 late penalty is assessed if the report is not filed within 60 days of the deadline.
For Non-Profit Corporations: A $3.00 late penalty is assessed.
For For-Profit Corporations: An additional penalty of 10% of any franchise tax due for late filing.
Administrative Dissolution/Revocation: Persistent non-compliance will lead to administrative dissolution (for domestic entities) or revocation of authority (for foreign entities). This typically occurs if reports are 120-180 days late for corporations/LLCs, or 60 days late for LPs.
Loss of Name Protection: Your entity’s name may become available for others to use.
Inability to Conduct Business: A dissolved or revoked status can prevent your entity from legally entering into contracts, maintaining bank accounts, or defending itself in Illinois courts.
Complex Reinstatement: Reinstatement involves filing all delinquent reports and paying all associated fees and penalties, which can be a more involved and costly process (e.g., $200 reinstatement fee for LLCs/LPs, plus all late fees and past due report fees).
Specific Requirements by Entity Type in Illinois:
General Due Date Rule for Most Entities: The Annual Report for most entities (Corporations, LLCs, LPs, LLPs) is due annually by the last day of the month prior to your entity’s anniversary month of formation or registration in Illinois.
Example: If your business was formed on June 20th, its Annual Report is due by May 31st each year. If formed in August, due by July 31st.
Filing Fees (for the Annual Report to the Secretary of State):
Due Date: By the last day of the month prior to the anniversary month.
Filing Fee:$75.00
Late Penalty: $100.00 if filed more than 60 days late. Administrative dissolution if 180 days late.
For-Profit Corporations (Domestic & Foreign):
Due Date: By the last day of the month prior to the anniversary month.
Filing Fee:$75.00
Franchise Tax:Illinois eliminated franchise tax as of January 1, 2024. Therefore, for reports due on or after this date, the corporate annual report fee is generally just the $75.00. However, if any franchise tax was due for prior periods, that would still need to be paid upon reinstatement.
Late Penalty: $100.00 if filed more than 60 days late, plus 10% of any franchise tax still due from prior periods. Administrative dissolution if 120 days late.
Limited Partnerships (LPs) (Domestic & Foreign):
Due Date: By the last day of the month prior to the anniversary month.
Filing Fee:$100.00
Late Penalty: No specific late fee for the report, but administrative dissolution if 60 days late.
Due Date: By the last day of the month prior to the anniversary month.
Filing Fee:$100.00 per partner, with a minimum of $200 and a maximum of $5,000.
Late Penalty: No specific late fee for the report, but administrative dissolution if 60 days late.
For Non-Profit Corporations in Illinois, please also note the following:
Non-profit organizations in Illinois have distinct annual compliance requirements:
Annual Report with Secretary of State:
Due Date: By the last day of the month prior to your incorporation anniversary month.
Filing Fee:$10.00
Late Penalty: $3.00 late fee. Administrative revocation if approximately 6 months after the due date.
Required Information: Typically includes the non-profit’s name, registered agent information, principal office address, and the names and addresses of directors and principal officers.
If your non-profit solicits charitable contributions or holds charitable assets in Illinois (unless exempt), you must register and file an Annual Financial Report (Form AG990-IL) with the Illinois Attorney General’s Office, Charitable Trust Bureau.
Due Date: Annually within 6 months after the close of your organization’s fiscal year. Extensions may be available.
Filing Fee: Generally $15.00
Required Attachments: This report requires submitting a copy of your federal IRS Form 990 series return. Audited financial statements are required if gross contributions exceed $300,000 (or $25,000 if professional fundraisers are used).
Penalties: A $100.00 late fee can apply for each annual report filed late.
Federal IRS Form 990 Series: As a federally tax-exempt organization, your non-profit must file an annual information return with the IRS (Form 990, 990-EZ, 990-PF, or 990-N, depending on your gross receipts and assets). This is typically due by the 15th day of the 5th month after your fiscal year ends (e.g., May 15th for a December 31st fiscal year-end).
What information is generally required for these filings? The Illinois Annual Report typically requires verification or updating of the following:
Your entity’s legal name and File Number.
The current principal office address.
The name and physical street address of your Illinois Registered Agent.
For Corporations and Non-Profits: Names and addresses of your principal officers (President, Secretary, Treasurer) and directors.
For LLCs: Names and addresses of your managers (if manager-managed) or principal members (if member-managed).
For Partnerships: Names and addresses of general partners (for LPs) or current partners (for LLPs/LLLs).
Updated contact information for the entity.
How can we assist you? We can assist you with the preparation and filing of your Illinois Annual Report and any applicable non-profit renewals to ensure they are submitted accurately and on time. Our services for these filings include:
Determining your specific filing requirements and applicable fees.
Gathering the necessary information.
Completing and submitting the report online (which is generally faster and recommended) or via mail.
Arranging payment of the applicable fees.
Confirming receipt with the Illinois Secretary of State’s office and, if applicable, the Attorney General’s Charities Bureau.
What we need from you: o facilitate these filings, fill up the information sheet
Please do not hesitate to contact us at your earliest convenience to discuss your Illinois compliance obligations. We can help ensure your entity remains in good standing and avoids any potential penalties.
