Now is the time to invest in your own future,

make your own money,

and be responsible for your own well being!

HOW TO INVEST IN YOURSELF:

If you have a passion of any sort, think of how you can offer this passion to others and turn that into a business.

Internet representation of your company requires little investment, other than time for building a website and the cost of hosting.  Your reach is as great or as small as you care to take on....

The starting of your own business is relatively low cost and we can provide you guidance to do it yourself.

If you are currently considering filing for unemployment due to the Corona Virus, Think about the following to find your passion and your future:

What are your skills

What are you the most passionate about

What are your qualifications

How will people contact you 

What areas will you be willing to serve (local/regional/global)

Your policies - guarantee of service, returns, time limits

Any additional services you offer

Why people should choose you

These are the basics of your business.  Expound upon those items you feel are your strong points.

Get your domain name, form your company, get your EIN, contact your local municipality to determine if you need additional licenses or permissions.

Low cost investment to prove you are able to get through this period of uncertainty on your own. 

https:www.illinoisregisteredagent.com/what-we-offer

Illinois Incorporation Requirements

Incorporating on your own - what to think about before filing your Articles of Incorporation

Incorporating a business may seem daunting to those not familiar with the Secretary of State requirements, however, it is not impossible to prepare the filings yourself if you have a general idea of what is expected and what should be thought out prior to your formation. Today I am focusing on Corporations, there is just too much information to combine the procedures for Illinois Incorporations and Illinois Limited Liability Company formations into one neat tidy package. I have provided links to theIllinois forms for Articles of Incorporation and Application for Authority to do business in Illinois .

Sometimes just knowing what is expected from the State of Illinois will help you to think about what you should be considering when it comes to starting a business, such as your company name, what is your company's true purpose, who accepts your service of process and correspondence from the State of Illinois, who is your incorporator, how will you deal with stock, how many shares and class of stock do you want to issue and what is its initial value... Just by defining the above mentioned items, you have defined the basics of your company's structure and a general operating premise.

The following are things that belong in the Illinois Articles of Incorporation and are required to be included in your corporate filing:

1. Company Name. A corporation must have one of the following endings: Corporation, Incorporated, Company or Limited and may be an abbreviation of any of those endings.

2. Purpose. Each company must specify a purpose for organization. The State of Illinois will accept a standard purpose clause which is: "The transaction of any or all lawful businesses for which corporations may be incorporated under the Illinois Business Corporation Act of 1983, as amended".

3. Registered Agent. The address of the initial registered office and its initial registered agent. (This is where we hope you will use our services, we are the most reasonable on the web!

4. Incorporator. The name and address of your incorporator (Incorporator refers to the person filling out and filing the Articles of Incorporation forms for you).

5. Authorized Shares of Stock. The number and class or series of shares you intend to authorize and the consideration to be received for each class and share of stock. (Keep in mind that you will be paying franchise tax on the paid-in- capital from the initial issuance of stock. If you authorize 100 shares of stock at $1.00 per share, your franchise tax base will be $100.00. If you increase the value of the shares to $50.00 per share, your franchise tax base would then be $5000.00).

6. Issued Shares of Stock. The number and class of shares you intend to issue and the consideration to be received for each class and share of stock.

7. Designation of Class of Stock. You only need to consider this if your shares are divided into classes, the designation of each class and a statement of designations, preferences, qualifications, limitations, restrictions or special or relative rights associated with that particular class of stock. (This type of designation is more complex and you may want to discuss with an attorney the implications of issuing various classes of stock.) If you are not issuing stock with specific classes, you will not need to address this issue in your Articles of Incorporation.

8. Series of Stock. You will only need to consider this if you are issuing preferred or special class in a series, then the designation of each series and a statement of the variations in the relative rights and preferences of the different series, if the same are fixed in the articles of incorporation, or a statement of the authority vested in the board of directors to establish a series and determine the variations in the relative rights and preferences of the different series. This too should be discussed with an attorney to understand the implications of issuing various class and series of stock.

Items that can be included in the Articles of Incorporation, but are not required by statute:

1. Directors. You may include the names and addresses of the individuals who are to serve as the initial directors.

2. Provisions not inconsistent with law with respect to: (for items listed below, I would suggest you discuss their inclusion in the Articles of Incorporation with an attorney)

Managing the business and regulating the affairs of the corporation;
Defining limiting and regulating the rights, powers and duties of the corporation, its officers, directors and shareholders;
Authorizing and limiting the preemptive right of a shareholder to acquire shares whether then or thereafter authorized;
An estimate, expressed in dollars, of the value of all the property to be owned by the corporation for the following year (wherever located)
An estimate, expressed in dollars, of the value of the property to be located within Illinois during the same year;
An estimate, expressed in dollars, of the gross amount of business which will be transacted by it during the first year;
An estimate, expressed in dollars, of the gross amount thereof which will be transacted by the corporation in Illinois for the first year.

3. Corporate Action. superseding any provision of the Illinois Business Corporation Act that requires for approval of corporate action a two-thirds vote of the shareholders by specifying any smaller or larger vote requirement not less than a majority of the outstanding shares entitled to vote on the matter and not less than a majority of the outstanding shares of each class of shares entitled to vote as a class on the matter.

4. Limiting Director Liability. A provision eliminating or limiting the personal liability of a director to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, provided the provision does not eliminate or limit the liability of a director for breach of duty of loyalty to the corporation or its shareholders, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or for any transaction from which the director derived an improper personal benefit.

5. Other Provisions. Any provision under the Illinois Business Corporation Act is required or permitted to be set forth in the Articles of Incorporation or the corporation's by-laws. The Articles of Incorporation need not set forth any of the corporate Powers enumerated in the Illinois Business Corporation Act.

6. Duration of Corporation. The duration of the corporation is perpetual unless otherwise specified in the Articles of Incorporation.

Illinois Registered Agent, Inc.

When you must use an assumed name in Illinois

Using an Assumed Name in Illinois

In Illinois, the company name you choose for your entity must be unique and distinguishable from any other corporation (profit or not-for-profit), and any limited liability company already on record in the State of Illinois. This distinguish-ability also extends to assumed names and entities that have reserved a company name with the state. The company name, regardless of whether your company is a foreign or a domestic company, or is formed under other the provisions of any other Acts of this State, are all subject to this simple requirement. And, only the Secretary of State can determine if your company name is “distinguishable” from any other company name. That is why it is so important to check with the state before you file anything.

The items that the state does not consider as “distinguishable” are listed below:

·      The words corporation, company, incorporated, limited, limited liability, or any and all abbreviations of those words;

·      Articles, conjunctions, contractions, abbreviations, different tenses or number of the same words;

In the event that your entity name is not available for use in Illinois, and depending on what it is that you are trying to file with the Secretary of State (i.e. Articles of Incorporation/Organization, an Applications for Authority or a reinstatement for an administratively dissolved entity), a name availability check with the Secretary of State may save you weeks of delay in the processing of your filing. 

Companies who have had their filings rejected for lack of name availability would be required to either (1) change their company name or (2) adopt an assumed name prior to obtaining a presence in Illinois or of the acceptance of your filing by the Secretary of State. Assumed name filings are typically submitted in tandem, and filed simultaneously with your initially intended filing, and as you may have guessed, there is additional filing fee for this additional piece of paper!

An assumed corporate name is any corporate name used other than the true corporate name that is on record with your organizational state. The following instances are the only exceptions to the requirement to, and shall not constitute the use of an assumed corporate name:

· The identification by a corporation of its business with a trademark or service mark of which it is the owner or licensed user; and

· The use of a name of a division, not separately incorporated and not containing the word corporation, incorporated or limited or an abbreviation f one those words, provided that the company also clearly discloses its legal name.

Before a company transacts business in Illinois under an assumed name, a company must file in duplicate, for each assumed name chosen, an application to adopt an assumed name that contains the following information:

1. The true corporate name. If you are qualifying to transact business in the State of Illinois, this would be the company name that you originally filed your formation documents in your state of incorporation.

2. The state of country under the laws of which your company is organized (i.e. if you are a domestic entity your state of organization would be Illinois, if you are a foreign entity your state of organization would be the state in which your company initially filed its organizational documents.

3. A statement that this entity intends to transact business under an assumed name.

4. The assumed name that the entity is intending to use in Illinois.

Assumed names are effective upon the acceptance of the filing with the Secretary of State, and like all things Illinois, the filing fee will vary depending on what year you file your application to adopt an assumed name. Assumed names are renewable on years divisible by 5, and your filing fee follows that same rule. For Instance, if you file for an assumed name in 2017, your assumed name renewal year would be 2020 and your filing fee would follow the schedule listed on the Application to Adopt an Assumed Name.

Illinois only accepts renewals of an assumed name 60 days prior to the assumed name anniversary date and can be elected to be renewed on the company's annual report form, and by paying the renewal fees in tandem with the annual report fee and franchise taxes.

Additional stipulations:

An entity's name cannot contain any words or phrase that indicates or implies that the corporation is authorized to conduct business of the following professions:

• · Insurance, Assurance, Indemnity or the acceptance of savings deposits
• · Conducting the business of banking (unless otherwise permitted by the Commissioner of Banks and Real Estate ( pursuant to Section 46 of the Illinois Banking Act [205 ILCS 5/46])
• · Be in the business of a corporate fiduciary unless otherwise permitted by the Commissioner of Banks and Real Estate (under Section 1-9 of the Corporate Fiduciary Act [205 ILCS 620/1-9]).

To check your company’s name availability, contact the Illinois Secretary of State Name Availability Section listed below for the appropriate entity type:

Corporations: 217-782-6961

Limited Liability Companies: 217-524-8008

For additional references for business entities in Illinois, additional filing tips and resources, visit our site: https://www.illinoisregisteredagent.com.

Illinois Registered Agent, Inc. provides a low cost and dependable approach to registered agent representation in Illinois.

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Illinois Annual Report Filings

The Importance of a Timely Annual Report Filing
and the Consequences of Non-compliance.

Most states require a company to file some type of information yearly to confirm to the state that the company is viable and active. These filings also generate income for your domestic or foreign state where the company has a presence, and let’s face it; annual reports are a huge revenue maker for those states.

Think about it - how many businesses are there in your state? It is easy to understand why the various Secretaries of State place such an emphasis on these filings because of the revenue annual report filings generate.

Annual reports are also 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. To learn how to complete the Corporation Annual Report follow this link:  https://www.illinoisregisteredagent.com/how-to-fill-in-an-annual-report.

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 - 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, 2009, your annual report due date would be December 31, 2008).

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 $300.00 on top of your annual report fee of $250.00, which also requires an additional filing of an LLC 50.15.

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 $500.00 filing fee associated with the filing of the form LLC 35.40 / 45.65 plus the $300.00 penalty and the filing of the form LLC 50.15 as well as the $250.00 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, 2009, your annual report due date would be December 31, 2008).

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.

Illinois Registered Agent, Inc. provides links to the Illinois annual report forms on our website for your domestic or foreign corporation along with other topics relating to Illinois entities.

What Constitutes Doing Business in Illinois

What Constitutes Doing Business in Illinois?

Companies located outside of Illinois that have an interest in pursuing business ventures here in the State of Illinois have all asked this same question -Do I really need to qualify my company with the Secretary of State to transact business in Illinois?

What do I mean by qualify in Illinois? Simply put, qualifying means that your company is required to provide some corporate financial, organizational and officer information to the Secretary of State on their prescribed forms and obtain and attach copies of the certified evidence of your company’s filing history and provide evidence of your company’s status with your domestic state. Status may include your standing with filings of annual reports, business taxes and any other annual filings that are specified as required from your domestic state.

Corporations filing the application for authority to do business in Illinois, the BCA 13.15 form is one of the most frequently rejected forms due to the vagueness of the initial franchise tax requirements and calculations, improper supporting evidence from the domestic state that is either not certified, not attached or not in its entirety, by conflicting information presented on the Illinois form that does not match the supporting documentation from the domestic state, or the purpose clause. Needless to say, it is a hard form to get past the Illinois Secretary of State filing clerks. (Information regarding the content of the applications for authority can be found in earlier articles posted on this blog).

What constitutes doing business in any state (or exceptions to doing business) is truly interpretive and if you have any question at all after reading this article, I would suggest enlisting professional legal help to determine if the nature of your business is one that would trigger the state’s qualification requirements. An attorney will be able to interpret these exceptions and apply them in the proper context to your business purposes. In general, what constitutes doing business or qualifying to do business revolves around the ability to sue and be sued.

Activities That Do Not Constitute Transacting Business in Illinois - Corporations(Pursuant to the Illinois Business Corporation Act of 1983)

1. Maintaining, defending or settling any proceeding;
2. Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs;
3. Maintaining bank accounts;
4. Maintaining offices or agencies for the transfer, exchange, and registration of the corporations own securities or maintaining trustees or depositories with respect to those securities;
5. Selling through independent contractors;
6. Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if orders require acceptance outside the State before they become contracts;
7. (blank)
8. (blank)
9. Owning, without more, real or personal property;
10. Conducting an isolated transaction that is completed within 120 days and that is not one in the course of repeated transactions of a like nature; or
11. Having a corporate officer or director who is a resident of this State.

Activities That Do Not Constitute Transacting Business in Illinois - LLC's(Pursuant to the Illinois Limited Liability Company Act)

1. Maintaining, defending or settling any proceeding;
2. Holding meetings of the managers or members or carrying on other activities concerning internal company affairs;
3. Maintaining bank accounts;
4. Maintaining offices or agencies for the transfer, exchange, and registration of the limited liability company’s own securities or maintaining trustees or depositories with respect to those securities;
5. Selling through independent contractors; (
6. Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if orders require acceptance outside the State before they become contracts;
7. Owning, without more, real or personal property;
8. Conducting an isolated transaction that is completed within 120 days and that is not one in the course of repeated transactions of a like nature; or
9. Having a member or manager who is a resident of this State.

Activities That Require Qualification in Illinois

This list is a general representative of the activities conducted in a foreign state that are sufficiently regular, systematic, extensive and continuous to trigger the qualification requirements in most states:

1. Accounting;
2. Advertising;
3. Banking;
4. Construction;
5. Sales; and
6. Third Party Sales.

Foreign Limited Liability Companies

A limited liability company formed in any other state can transact business in Illinois once they complete and submit an Application for Admission to Transact Business in Illinois (“LLC form 45.5”, in duplicate original) to the Secretary of State of Illinois together with original certified copies of the company’s formation documents with any and all amendments that were filed with their domestic state of formation and a certificate of existence from your domestic state (also known as a good standing certificate). All of the information that is required on the LLC form 45.5 will be found in your certified copies that you obtain from your domestic state.

If you have been transacting business in Illinois for more than 60 days prior to filing of your company's application for admission to transact business, be prepared to pay hefty fines and penalties. Illinois is extremely strict when it comes to doing business with authority and the penalize you heavily for not being timely with your filing. The initial penalty is $2000.00 and accrues at $100.00 per month past the initial 60 days. I have outlined their fees in detail in number 8 below. If you have been transacting business without authority, the Secretary of State will not file your application for authority until your company's annual report filing fees, penalties and interest has been satisfied.

Information Required on the Application for Admission to Transact Business in Illinois

(LLC Form 45.5)

1. Limited Liability Company Name: The company name must contain the terms "Limited Liability Company, LLC or L.L.C., and must be in the English alphabet, Arabic or Roman numerals, can not contain the following terms: "Corporation, Corp, Incorporated, Inc., Ltd., Co., or Limited Partnership or L.P. " The company name is the name the company will be doing business as in the State of Illinois and must be distinguishable from other companies that have filings with the Illinois Secretary of State;

2. Assumed Name: If the name the company as it is stated on the organizational documents in its domestic state is not available for use in Illinois, list the name under which the company proposes to transact business in the State of Illinois. A foreign limited liability company may be admitted to transact business in this State under any name (whether or not it is the name under which it is formed in the jurisdiction of its formation) that would be available to a limited liability company. However, if the name is different from the name under which it is formed in its jurisdiction of organization, the foreign limited liability company shall also file an assumed name application in accordance with 805 ILCS 180/1-20 of the Illinois Limited Liability Act.

3. Jurisdiction of Organization: The company's state of organization (domestic state);

4. Date of Organization: The date the company was organized in its domestic state;

5. Period of Duration: The date in which the company is to be dissolved or terminated on a certain date or by the occurrence of specific act. If no such date is specified, the company is to have a perpetual duration;

6. Address, including County, of the office required to be maintained in the jurisdiction of its organization or, if not required, of the principal place of business: This will be the principal office address in the original state of formation (domestic state);

7. Registered Agent Name and Registered Office Address: Each limited liability company and foreign limited liability company must continuously maintain a registered agent and registered office in the state of Illinois and must list the name and business address of the proposed registered agent in this State (Illinois Registered Agent, Inc. provides the most cost effective agent representation in Illinois);

8. If applicable, date on which Company first conducted business in Illinois: If your limited liability company has established a presence in Illinois without qualifying to do business, you must enter the date the company first transacting business in Illinois. Illinois allows a 60 day grace period to get your company on file with the Illinois Secretary of State, after that time, the penalties and late fees become quite excessive. Outlined below are the penalties and fines:

* LLC's formed 61 days or longer after transacting business in Illinois the penalty is $2,000.00. The fines assessed for each month past the 60 day grace period is $100.00 per month. Limited liability companies that have transacted business for years without qualifying must pay an additional $250.00 per year for the annual report fees along with a $300.00 penalty for the first year the annual report is late, and an additional $100.00 penalty for each year thereafter for which the company did not file annual reports.

9. Purpose(s) for which the Limited Liability Company is organize and proposes to conduct business in Illinois: The general purpose clause is now included in the Articles of Organization but can be broadened to include your company specifics. Typical general purpose clause language is as follows: "the transaction of any or all lawful business for which limited liability companies may be organized under the Illinois Limited Liability Company Act".

10. The Limited Liability Company is either managed by the managers or has management vested in the members: This will be identified in your operating agreement (in a manager managed company, the members have chosen a manager or managers to direct the operations of the company, in a member managed company, the member has a direct interest in the limited liability company and has equal rights in the management and conduct of the company's business). This field requires the names and addresses of your managers or members - depending on which management method you choose.

11. Designation and appointment of Illinois Secretary of State for Service of Process appointment under specific circumstances set forth in section (b) of Section 1-50 of the Illinois Limited Liability Company Act: This item takes effect upon execution and acceptance of the form by the Secretary of State of Illinois. No further information is required in this field.

12. Attestation that the application is accompanied by a Certificate of Good Standing from the state of organization that is no more than 60 days old: A good standing certificate (or also known as a certificate of existence) can be purchased from the company's domestic state. This certificate certifies that the company has complied with all of its domestic states taxes and renewal fees and has not been involuntarily dissolved.

13. If the period of duration is a date certain and not stated in the Articles of Organization from the domestic state, then a copy of the page from the Operating Agreement (or LLC Agreement) stating that date must also be submitted.

14. Names and Addresses of Organizer(s): The name and address of your organizer (Organizer refers to the person signing the Articles of Organization forms).

Illinois Registered Agent, Inc. strives to help you save some money. If you are filing on your own and have questions, ask us, we are more than happy to help guide you through the documents to achieve a successful filing. If you would rather have Illinois Registered Agent, Inc. do it for you, ask us for a quote - our fees are very reasonable.

Illinois Registered Agent, Inc.