This is the working half of our overview, starting with the Illinois corporation franchise tax.
What the Business Corporation Act requires
| Topic (section) | Rule |
|---|---|
| Registered agent (5.05) | An Illinois-resident individual at the office, or an authorized entity with an office there. |
| Annual report (14.05, 14.10) | Filed during the 60 days before the anniversary month, with the fee and franchise tax. |
| Distributions (9.10, 8.65) | Barred if the corporation would be insolvent or net assets would fall below zero or below preferred claims. Directors who approve one can be liable. |
Key numbers and dates: Illinois corporation franchise tax
| Item | Amount or date | Year |
|---|---|---|
| Articles of incorporation | $150 | 2026 |
| Annual report | $75; the total due is never below $75 | 2026 |
| Franchise tax | 0.1% of paid-in capital in Illinois; $25 minimum before exemption; $2,000,000 cap | 2026 |
| Exemption | First $10,000 of tax | 2025 onward |
| Late report penalty | 10% of tax due; none if no tax is due | 2026 |
| Dissolution | 90 days after the delinquency notice (missed report) | 2026 |
| Reinstatement | $200 | 2026 |
Source: 805 ILCS 5/15.35; SOS form BCA 14.05
Recent changes, pending bills
- The 2025 franchise-tax amnesty (October 1 to November 15, 2025) has ended.
- Public Act 104-352 (effective August 15, 2025): a foreign corporation that registers in Illinois consents to Illinois general jurisdiction.
- Public Act 104-764 starts January 1, 2027. It does not amend this Act, but its reporting duty for organizations that employ or contract with health professionals can reach corporations.
The named checklist: the Oxbow Ledger-and-Seat Round
- Seats. List every director and officer. One director is enough.
- Anniversary. File during the 60 days before the anniversary month, with the $75 fee.
- Ledger. Record shares issued and paid-in capital, including money a parent abroad wires in.
- Tax line. Work out 0.1% of Illinois paid-in capital, then take off the first $10,000 of tax. File even at zero tax.
- Changes. If shares or paid-in capital changed, file on paper and add form BCA 14.30 ($5).
- Agent. Confirm the registered agent and office. Agent changes use a separate form.
- Payouts. Before a dividend to a parent abroad, confirm the corporation would stay solvent (withholding rules).
Common mistakes
- Skipping the annual report, which can lead to dissolution.
- Assuming no tax due means no filing.
- Skipping form BCA 14.30 after a parent adds capital.
- Treating the 100-shareholder cap as an Illinois rule.
When to bring in an attorney
- Bylaws, shareholder or voting agreements.
- Issuing stock, convertibles or equity pay.
- Director liability, owner-backed loans, mergers or dissolutions with creditor claims.
How we can help
Our Aurora-area CPA firm handles the U.S. tax, payroll and accounting side, working with your attorney, Canadian CPA or Indian CA. See business tax returns and planning and business formation and registrations.
Frequently asked questions
Can a foreign company own Illinois corporation shares?
Yes. The sections we read set no residency or citizenship test for shareholders. Federal S status is closed to nonresident aliens; see LLC vs corporation.
Is the Illinois franchise tax repealed?
No. House Bill 2846 is only a bill.
Is an annual report due if no tax is owed?
Yes. The $75 fee and report are still due.
Can the annual report be filed online?
Not with share or capital changes, property or business outside Illinois, or more than six officers or more than six directors. The paper form BCA 14.05 is the alternative.
Official sources
- Illinois General Assembly: Business Corporation Act of 1983, 805 ILCS 5
- Illinois Secretary of State: Domestic and foreign corporation forms and fees
- Illinois Secretary of State: Annual report form BCA 14.05
- Illinois Secretary of State: Information for filing a corporation annual report online
- Illinois General Assembly: House Bill 2846 (104th General Assembly)
This page summarizes public guidance in plain language. If anything here differs from the official source, the official source controls.