Annual meeting requirements in Illinois (805 ILCS 5/)
Illinois corporations must hold an annual shareholders' meeting under 805 ILCS 5/7.05 at a time fixed by the bylaws. The meeting can be replaced by written consent under 5/7.10, but Illinois generally requires UNANIMOUS consent (no majority option for most actions).
| 805 ILCS 5/7.05 | Annual meeting required |
|---|---|
| 805 ILCS 5/7.10 | Action by written consent (unanimous required) |
| 805 ILCS 5/7.15 | Notice of meeting |
| 805 ILCS 5/7.40 | Voting |
| Deadline | Each year as fixed by bylaws |
| Written consent | UNANIMOUS consent required (no majority option) |
- Annual meeting under 805 ILCS 5/7.05 at time fixed by bylaws
- Written consent under 5/7.10 requires UNANIMOUS consent of voting shareholders
- Illinois is one of few US states without a majority-consent option
- Notice 10-60 days before the meeting under 5/7.15
- Court-ordered meeting available if annual cycle lapses
805 ILCS 5/7.05 requirements
Section 7.05 of the Illinois Business Corporation Act requires every Illinois corporation to hold an annual shareholders' meeting at a time fixed by the bylaws. The meeting elects directors and addresses other proper business.
The unanimous-consent requirement under 5/7.10
Illinois has NOT adopted the MBCA majority-consent option. Under 805 ILCS 5/7.10, shareholders may take action without a meeting only by unanimous written consent of all shareholders entitled to vote. This makes Illinois more rigid than states like Delaware (DGCL § 228) and Florida (Fla. Stat. § 607.0704), which permit majority consent. For closely-held Illinois corporations, the unanimous-consent requirement means a single dissenting voting shareholder forces an actual meeting.
Practical implications
For corporations with stable shareholder bases (single founder, family-held), unanimous consent is straightforward. For corporations with passive or hard-to-reach minority shareholders, Illinois forces a real meeting (or telephonic meeting) rather than allowing a consent. Many Illinois closely-held corporations end up holding short telephonic or in-person annual meetings rather than dealing with the unanimous-signature challenge.
What's distinctive about Illinois
The unanimous-consent requirement is Illinois's distinctive feature for annual meetings. Combined with the franchise-tax phase-out (full elimination 2025), Illinois is becoming somewhat lighter-touch overall for ongoing compliance, but the annual-meeting framework remains more rigid than majority-consent states. For corporations with stakeholder structures that include passive minority shareholders, Illinois requires more active meeting management than Delaware-style majority-consent states.
Octelligence generates the annual unanimous written consent or meeting minutes for every corporation, with director election and other ordinary business pre-formatted.
See Digital Corporate RecordsTracked deadlines, jurisdiction-specific templates, electronic written consents, and a complete records.