ILLINOIS SECRETARY OF STATE CORPORATIONS
Illinois Secretary of State
Corporations and LLC
filings are handled by the Business Services Department of the Secretary
of State, whose address is 501 S. Second St,. Suite 328, Springfield,
Illinois differs from most states in that corporations are required to record their articles in the county where the registered office is located. This requirement is not a condition which must be satisfied before the Corporation is considered formed, but is instead a task which must be accomplished after the incorporation process is otherwise complete.
For matters not unique
to Illinois, but common to many states, see common
A single person, authorized by the original participants, may sign the articles of incorporation (articles of organization in the case of a limited liability company) and file the articles with the Department of Business Services. Certain mandatory information is required in the Articles of Incorporation (or the Articles of Organization, as the case may be) and other optional information may also be included. In Illinois, as in most states, the question is what to put in the articles and what to reserve for the bylaws.
While there is no hard
and fast rule on this question, the fact that amendments to the articles
must be filed with the state (incurring additional costs) is an argument
in favor of deferring as much as possible of the optional provisions for
the bylaws (or the operating agreement), rather than putting those optional
provisions in the articles. On
the other hand, where there are multiple participants in the company,
including those optional provisions in the articles can provide a measure
of security to the minority participants. Another common question is whether
or not the participants can be identified from the public record, by looking
at the documents filed with the agency charged with company filings. In
this regard, while shareholder information is not filed with the Department,
the original Articles of Incorporation must include the names of the corporation's
initial directors. In the usual case, the officers and directors of a
corporation are also the shareholders of that corporation, with the result
that anonymity is compromised.
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