Annual report requirements in Illinois (805 ILCS 5/)
Illinois corporations file an Annual Report with the Secretary of State under 805 ILCS 5/14.05 in the anniversary month each year. The fee is $75 minimum plus a franchise tax based on Illinois-allocated paid-in capital, which can make Illinois one of the more expensive US states for capitalized corporations.
| 805 ILCS 5/14.05 | Annual report required |
|---|---|
| Filing authority | Illinois Secretary of State, Business Services |
| Form | Annual Report (form BCA 14.05) |
| Deadline | First day of anniversary month each year |
| Filing fee | $75 minimum + franchise tax (0.1% of Illinois-allocated paid-in capital) |
| Late consequences | Penalties + revocation under 805 ILCS 5/12.45 |
| Reinstatement | 805 ILCS 5/12.45 within 5 years |
- Filed with the Illinois Secretary of State at cyberdriveillinois.com or ilsos.gov
- Fee structure: $75 minimum filing fee + franchise tax (0.1% of Illinois-allocated paid-in capital, with a $25 minimum)
- Due on the first day of the corporation's anniversary month
- Confirms registered agent, principal office, directors, officers, and paid-in capital
- Illinois is phasing out the franchise tax (full elimination scheduled for 2025)
What 805 ILCS 5/14.05 requires
Section 14.05 of the Illinois Business Corporation Act requires every Illinois corporation to file an annual report with the Secretary of State on the first day of the anniversary month each year. The report confirms the registered agent, principal office, directors, officers, and the corporation's paid-in capital. The base filing fee is $75, plus a franchise tax of 0.1% of paid-in capital allocated to Illinois (with a $25 minimum).
The franchise tax phase-out
Illinois has been phasing out its franchise tax under a 2019 reform bill (Public Act 101-9). The exemption thresholds increased annually from 2020 through 2024, and the franchise tax is scheduled for full elimination starting in 2025. Corporations with paid-in capital below the current threshold owe only the $75 base filing fee. Corporations with substantial Illinois-allocated paid-in capital should track the phase-out schedule carefully, as the tax can be substantial for capitalized corporations during the transition period.
Penalties and revocation
If the annual report is not filed by the deadline, late penalties accrue and the Secretary of State may revoke the corporation's certificate under 805 ILCS 5/12.45. Once revoked, the corporation cannot conduct new business and may not maintain or defend lawsuits in Illinois courts. Reinstatement under ยง 12.45 is available within five years and requires filing all delinquent reports, paying all delinquent taxes, and curing the underlying defaults.
What's distinctive about Illinois
Illinois has historically been one of the more expensive US states for ongoing corporate compliance, primarily because of the franchise tax on paid-in capital. The phase-out makes Illinois substantially cheaper for capitalized corporations starting in 2025. For closely-held corporations with modest paid-in capital, Illinois has always been moderate-cost (in the $75 to $200 range annually). Illinois also requires disclosure of paid-in capital figures in the annual report, which is more detailed than most other US states.
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