Forming an Illinois Corporation
Illinois corporations are formed under (805 ILCS 5/) Business Corporations Act of 1983, and by filing Articles of Incorporation. The Illinois Articles of Incorporation require original ink signatures of either the name incorporator, or by the directors.
The State code allows newly formed corporations to file a Statement of Correction to correct or amend information from the initial Articles of Incorporation.
Businesses that will have a medical purpose or other professional purpose may file under the Business Corporations Act only as authorized by the Medical Corporations Act or the Professional Service Corporation Act.
Amending your Illinois Corporation
At any time, Illinois corporations may amend the Articles of Incorporation. These amendments may include, but not limited to: amending the names of directors, amending the number of directors, amending the corporation's name, complete modification of shares including the number of shares and par value, etc.
All amendments must be signed by the majority of the original incorporators if shares have not been issued. However, if shares have been issued, a majority of the Board of Directors must adopt the amendments.
Regulatory guidelines for naming your corporation.
The name of the corporations must contain words or abbreviation in such name, the word "corporation", "company", "incorporated", or "limited", or an abbreviation. The corporation must not contain words “limited liability company”, “limited partnership”, or its abbreviation. The proposed corporate name must be distinguishable from any other corporate name registered with the office of the Secretary of State.
The state of Illinois defines “distinguishable” as the following: A corporate name is distinguishable when it is substantially different as any name currently on record, and when the corporation's name plainly recognizable by the Secretary of State by means of sight or sound.
The corporations name must not be confused with or purposely deceive the public that it has the empowerment or authorization of a fiduciary entity. Therefore the corporation must obtain authorization when conducting business of insurance, assurance, indemnity, or the acceptance of savings deposits or banking. Therefore the words “trust”, “trustee”, or “fiduciary” is restricted and permission to use these words are regulated by Section 1-9 of the Corporate Fiduciary Act. The use of the words “bank”, “banker” or “banking” my only be used with the permission and authorization of Section 46 of the Illinois Banking Act.
Dissolving or repealing an Illinois corporation
Illinois corporations may be dissolved at anytime however there are specific requirements as to how the corporate dissolution will take place in the Business Corporation Act of 1983, Article 12. Dissolution and Remedies.
It is advised to consult this Act for further information.
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