The Illinois Annual Report: Deadlines, Fees, and the Franchise Tax Nobody Explains

# The Illinois Annual Report: Deadlines, Fees, and the Franchise Tax Nobody Explains

Plenty of Illinois companies that get killed by the Secretary of State were not failing.

They were fine. Rent paid, payroll met. Then an Illinois annual report went unfiled, a notice went out by regular mail to an address nobody checks anymore, and a few months later the state dissolved it.

The owner usually finds out from a bank.

This is the dullest failure mode in small business, and one of the easiest to avoid. The filing costs $75.

One note before we start. Lobi Space is not a law firm and this is not legal or tax advice. It's operator-level explanation of public filing rules. Judgment calls about your paid-in capital, your allocation factor or your dissolution exposure belong with your CPA or your attorney.

The anniversary month rule, stated plainly

Your deadline is not April 15. It's not the date you filed last year.

Your report is due before the first day of your anniversary month, and your anniversary month is the month the state approved your entity. Formed in June? Due May 31. Every year, forever.

The statute is tighter than most people realize. 805 ILCS 180/50-1 says an LLC's report "shall be delivered to the Secretary of State within 60 days immediately preceding the first day of the anniversary month." The corporate provision, 805 ILCS 5/14.10, uses the same 60-day formula. So you have a window, and it opens two months out. (Several popular guides say 45 days. Both statutes say 60. If a filing system rejects you early, that's the application, not the law.)

Now the case that catches people every year.

If your anniversary month is January, your report is due by December 31 of the previous calendar year. Your window runs from roughly early November to New Year's Eve. People assume "January entity, January deadline," file on January 20, and eat the penalty.

New entities usually skip the formation year. An LLC organized in June 2026 files its first report by May 31, 2027. The January exception bites here too: an entity approved in January 2026 has its first report due December 31, 2026, about eleven months after formation.

A corporation can move its filing month

Almost nobody knows this exists, and it's sitting right on the corporate fee schedule.

BCA 14.01, Statement of Election to Establish an Extended Filing Month, $25 (expedited service adds $50). A corporation can elect to shift its filing month rather than live forever with whatever month the state happened to approve it in.

If your anniversary lands in your busiest week, or in the January trap above, or two weeks after your fiscal year closes when your paid-in capital numbers are still moving, $25 buys you a calendar you can work with. The election affects how your franchise tax period is measured, so raise it with your CPA rather than filing on a hunch. LLCs have no equivalent. Your anniversary month is your anniversary month.

The other recurring deadline people forget

If your business operates under a name that isn't its legal entity name, you have a second clock running, and it isn't the annual report. An assumed name in Illinois runs on a five-year cycle and has to be renewed. LLC 1.20R, Assumed Name Renewal, is $150 (expedited adds $50). Let it lapse and the name on your signage, invoices and website is no longer registered to you.

Here's the genuinely strange part, and we haven't seen a single competing guide explain it. The fee to adopt a corporate assumed name is prorated by the last digit of the current year, because you're buying into the middle of a five-year cycle. Year ending in 0 or 5, $150. Ends in 1 or 6, $120. Ends in 2 or 7, $90. Ends in 3 or 8, $60. Ends in 4 or 9, $30.

So in 2026, adopting a corporate assumed name costs $120. In 2029 the same filing costs $30. Not a discount, not an error. You're paying for the years left before everyone renews together.

The renewal is the expensive part, and the renewal is the one people miss, because unlike the annual report nobody sends you a reminder you can ignore.

LLC or corporation? The rules diverge fast

Same deadline, same base fee, very different everything else.

Both start at the Secretary of State's annual reports page.

The fees, with the form numbers nobody prints

The Secretary of State publishes two fee schedules, one for limited liability companies and one for corporations, and the annual report sits on both with a form number attached.

LLC 50.1, Limited Liability Company Annual Report: $75. Expedited service: an additional $50.

BCA 14.05 D, Domestic Corporation Annual Report: $75. Expedited service: an additional $50.

BCA 14.05 FOR, Foreign Corporation Annual Report: $75. Expedited service: an additional $50.

Memorize the form number, not just the fee. If you end up on the phone or at a counter, "LLC 50.1" gets you to the right person in about four seconds. "The annual report thing" does not.

Three things about those numbers that most guides get wrong or never mention.

The expedited fee is an add-on, not a replacement. The fee schedule says it in one line: "Please note that the expedited fee amounts are in addition to the applicable filing fees, franchise taxes, penalties and interest." Expedited is $75 plus $50, and if you're late, it's $75 plus your penalty plus $50. Paying for speed never absorbs anything else.

Expedited service is in person only. This is the single most underreported rule on either page, and it's printed on both: "Requests for expedited service must be made in person, not by mail in the Department's Springfield or Chicago office." You cannot buy speed on a paper filing by putting a bigger check in the envelope. (Some specific online services carry their own expedited option at checkout, which is a separate system. On paper, you're going to a counter.) For a Chicago reader that counter is the Department of Business Services office at 160 N. LaSalle Street, Chicago, IL 60601, 800-252-8980, open Monday to Friday, 8 a.m. to 4:30 p.m. A train ride, not a road trip to Springfield. National template articles never mention it exists.

Cash is not accepted. Verbatim from the LLC fee schedule: "Cash is not accepted for filings with the Secretary of State's office. Make checks payable to the Illinois Secretary of State." Walk into a counter with currency and you walk back out. The Limited Liability Division answers questions at 217-524-8008 ext. 7736.

And the fee the state never shows you

The filing fee is settled. Your checkout total may not be.

The state's online filing instructions, "Information for Filing an LLC Annual Report Online" and "Information for Filing a Corporation Annual Report Online," each carry a Fees section that lists the accepted cards (Visa, Mastercard, Discover, American Express) and then says, verbatim, "A payment processor fee will be assessed for all transactions." No amount. The same language appears when you buy a Certificate of Good Standing online, where the screen shows a Transaction Fee of $25.00 and still warns that a payment processor fee will be assessed.

So the filing fee is $75 and the checkout total is $75 plus a card charge the state doesn't publish. Read the total the state puts in front of you. That number governs.

What the report actually asks for

Four things, per 805 ILCS 180/50-1: the company name, the registered agent and registered office, the address of the principal place of business, and the names and business addresses of the managers (or any member with a manager's authority).

The online form pre-fills from the state's record. You confirm or correct.

A few things are worth knowing before you sit down. The electronic form takes six officers and six directors, no more. An electronically transmitted report counts as an original filing, so there's no follow-up paperwork to mail. And the report has to be filed by an officer listed in the report's own officers section, which catches bookkeepers and assistants who aren't on the record.

Trap one: the registered agent change is a two-step filing, in a fixed order.

You cannot change your registered agent or registered office on the annual report. The state's instructions are specific about the sequence: file the annual report first indicating no changes, then change the agent or the office separately, either online or on Form LLC 1.36/1.37 for an LLC or Form BCA 5.10/5.20 for a corporation. Both carry a $25 filing fee, both add $50 for expedited service, and both are submitted in duplicate.

People routinely try to do it in one pass, fail, and assume the system is broken. It isn't. It's an order-of-operations rule nobody tells you about until you're staring at the screen.

Three details from the forms themselves that matter more than they should:

• The registered office address field is limited to 30 characters including spaces. That's on the LLC form, in the notes, and it's why long suite lines get truncated into something that doesn't match your actual address. Count your characters before you file.
• The registered office must be a street or road address in Illinois. A P.O. Box alone isn't acceptable.
• An LLC may not act as its own registered agent, and neither may a corporation. A business entity serving as your agent has to be registered with the Secretary of State.

And a penalty attached to the agent, which is a different animal entirely from a late annual report: a $100 penalty applies when an LLC fails to appoint and maintain a registered agent within 60 days of the resigning agent notifying the Secretary of State. That's printed on Form LLC 1.36/1.37. Your agent quitting triggers it. A late report does not. Almost every article on the internet blurs these two hundred-dollar penalties into one.

If you're mailing paper to Springfield, note that the divisions are physically separate. Corporations file at 501 S. Second St., Room 350, Springfield, IL 62756, 217-782-7808. LLCs file in the same building, Limited Liability Division, Room 351, 217-524-8008. Mail sent to the wrong room is mail that takes longer.

Trap two: six situations block online filing for an LLC.

You can't file online if the LLC has been administratively dissolved or revoked; has withdrawn, terminated or expired; has more than eight managers; has managers not qualified to transact business in Illinois; has changes to the name, duration or purpose, or to the registered agent's name or the registered office address; or has to execute the report by layered signatures or power of attorney. Any of those means paper.

Note the two different numbers, because they get mixed up constantly. Eight managers is the online-filing blocker. Six officers and six directors is the data-entry limit on the electronic form.

The state also says plainly that all penalties incurred as of the current date must be paid along with the filing fee at the time of filing. No installments.

What blocks a corporation online, and why

Corporations get a shorter list, and it's more revealing. You can't file a corporation annual report online if:

1. You need to enter more than six officers or six directors.

2. The corporation owns property or transacts business outside of Illinois.

3. There have been changes in the authorized shares, issued shares, or paid-in capital.

The first is a form limit. The second and third are franchise tax, and this is the clearest way to understand why the corporate report is harder than the LLC one.

Property or business outside Illinois means your paid-in capital has to be *allocated* using a fraction. The online system doesn't compute allocation, so it hands you off. Changes to shares or paid-in capital change the base the tax is computed on, which turns the return from a confirm-and-submit exercise into a recalculation.

Put another way: the online corporate report only works when nothing about your franchise tax base moved. The moment it moves, Illinois wants a human looking at it.

The franchise tax, computed to the dollar

It has a reputation for being complicated. It isn't. It's three numbers and a floor.

One caveat first, and it's a real one. The rate and the minimum below come from the statute text, not from the Secretary of State's own published schedules, which print no rate at all. The corporate schedule prints a footnote instead: "The fees shown may not include applicable filing fees, franchise taxes, penalties and interest." That's the state telling you politely that the number on the schedule isn't your total. Treat what follows as an illustration of the method, not a quote you can pay from, and confirm any figure with the Department of Business Services at 217-782-6961 or with your CPA.

Only corporations pay it. The franchise tax lives in the Business Corporation Act at 805 ILCS 5/15.35 and 5/15.65. The LLC Act contains no franchise tax at all. If you run an LLC, your whole obligation to the Secretary of State is the $75.

For corporations, four steps.

Allocate your paid-in capital to Illinois. Under 805 ILCS 5/15.40(e), the fraction is (Illinois property + Illinois gross business) divided by (all property and gross business everywhere), carried to six decimal places. A corporation with nothing outside Illinois has a factor of 1.000000. You can also elect on the report to pay on your entire paid-in capital and skip the fraction.

Apply the rate. 805 ILCS 5/15.45 sets the annual rate at 1/10 of 1%. That's 0.001, a dollar per thousand.

Check the floor and the ceiling. Minimum $25, maximum $2,000,000.

Subtract the exemption. Since January 1, 2025, the first $10,000 of liability is exempt.

One detail almost nobody prints: under 805 ILCS 5/14.05, you report shares and paid-in capital as of the last day of the third month preceding your anniversary month. September anniversary means June 30 figures.

Here's the arithmetic on a corporation with $18,000,000 of paid-in capital and an allocation factor of 0.650000.

• $18,000,000 × 0.650000 = $11,700,000 allocated to Illinois
• $11,700,000 × 0.001 = $11,700.00
• Above the $25 floor, far below the $2,000,000 ceiling, so neither applies
• $11,700.00 − $10,000.00 exemption = $1,700.00 franchise tax
• Plus the $75 report fee, which is the confirmed figure, = $1,775.00 due with the BCA 14.05 D

Under the old $1,000 exemption, that same corporation owed $10,700. Now do the division that matters to everyone smaller: $10,000 ÷ 0.001 = $10,000,000. Below roughly $10 million of Illinois-allocated paid-in capital, the computed tax is fully exempt and you owe the report fee alone. The famous "$25 minimum franchise tax" that dominates older articles produces no payment at all for most Illinois corporations.

No, the franchise tax was not repealed

It was scheduled to be. Then the repeal was repealed.

The 2019 tax package set a phase-out ending in full repeal in 2024. The FY2022 budget bill, Public Act 102-0016, killed that phase-out in June 2021. Public Act 103-592, signed June 7, 2024, raised the exemption instead: $5,000 for 2024, $10,000 on and after January 1, 2025.

Repeal bills still exist. HB 5526, filed in February 2026, would take the exemption to $100,000 for 2027 and repeal the domestic franchise tax on January 1, 2028. Checked September 14, 2026: it was re-referred to the Rules Committee on March 27, 2026, and nothing has been enacted. Plan on paying.

What happens when you miss it

The sequence differs by entity type.

If you're an LLC:

1. You miss the deadline. Under 805 ILCS 180/50-15, the Secretary of State declares you delinquent and not in good standing.

2. Immediately, the state stops filing anything else for you. Not an amendment, not a name change, not a registered agent change. Nothing until the delinquency is cured. This is the part that blows up closings.

3. A late penalty attaches once you hit the first day of the second month after your anniversary month. June anniversary, due May 31: a July 15 filing is still just the report fee. An August 1 filing is the report fee plus the penalty. Each additional year adds another.

4. The state mails a notice of delinquency to your registered office. You then have 120 days to cure under 805 ILCS 180/35-30.

5. Uncured, you're administratively dissolved.

Now the part almost every article gets wrong. That LLC late penalty is widely reported at $100 per year, and $100 is very likely right, but we could not confirm it on any Secretary of State filing page, form or fee schedule. Treat it as a planning number. (It used to be $300; House Bill 4578 cut it effective January 1, 2019, so pages still printing $300 are quoting a rule that changed seven years ago.)

The confusion persists because there *is* a confirmed $100 penalty in Illinois LLC practice, and it has nothing to do with annual reports. It's the registered agent penalty on Form LLC 1.36/1.37 described above: your agent quits, tells the state, and sixty days later, if you haven't named a replacement, that charge is real and documented.

Two hundred-dollar penalties, two triggers, two clocks. One is on a state form we can point to. The other is repeated everywhere and printed by the state nowhere we could find.

If you're a corporation:

The math is completely different. 805 ILCS 5/16.05 imposes 10% of the *delinquent franchise tax*, plus 2% interest per month. There's no flat dollar late fee. Several widely republished pages claim a $300 corporate penalty. It isn't in the statute.

Which produces a strange result. With the first $10,000 of franchise tax exempt, most small Illinois corporations owe $0 of it, so 10% of it is $0.

Being late is nearly free. Right up until it isn't. After the notice of delinquency, 805 ILCS 5/12.40 gives a corporation 90 days to cure, then dissolves it. A dissolved corporation "shall not thereafter carry on any business" except to wind up. That's the statute talking, not a compliance vendor.

The notice goes out by regular mail

Here's the uncomfortable arithmetic.

The notice that starts your dissolution clock goes out by regular mail to your registered office. Not certified. No proof of receipt. If your registered agent resigned because you stopped paying them, or your registered office is an apartment you moved out of in 2023, that notice lands somewhere you'll never look, and the first you hear of it is a lender pulling your record.

We see what that mail looks like when it arrives. Plain window envelope, first-class postage, nothing to sign for. It comes in the same stack as the restaurant flyers, and nothing on the outside says your company is 120 days from being dissolved.

You can handle this yourself. Genuinely. If you own a storefront, you're there five days a week and you open your own mail, Illinois lets you serve as your own registered agent, and you may not need to pay anyone anything. The tradeoff is that the address becomes public record on your entity's file. We wrote about when that's a reasonable call and when it isn't.

If you'd rather not be the one watching the mailbox, our Illinois registered agent service is $95 a year standalone, or $78 a year alongside any virtual office or mailbox plan. It includes same-day scans of anything served and free annual report reminders, which is the whole point for a filing that only goes wrong when you forget it. Weigh that against roughly $375 to reinstate after one missed year.

The thing that actually goes wrong

The late fee is not the expensive part. Neither is the reinstatement. The expensive part is that the annual report is usually where a much older problem finally becomes visible.

Here's our honest position, and it's not the one you'd expect from a company that sells a registered agent service.

You can do all of this yourself. Genuinely. Research it with AI, go straight to the state's own website at ilsos.gov, and file. It's a form. Most people who think they need to hire someone to file an Illinois annual report do not.

Even so, at least the first time through, it's worth talking to an attorney or hiring an experienced service provider who has done it before. Not because incorporating is difficult. It isn't. The difficulty arrives later, in disputes, amendments and corporate documentation, when the paperwork you set up in ten minutes has to hold up under someone else's scrutiny. Professional help does not cost a lot. Mistakes discovered later can cost a lot.

The technical version of that, which is the useful part: whatever you set up initially for the LLC or corporation has to match what the Internal Revenue Service has. The entity name. The responsible party. The structure. The ownership. And it should all match your Articles of Organization and your operating agreement too. State filing, IRS records and internal governance documents have to agree with each other.

When they drift apart, the annual report is frequently where you find out. You sit down to confirm a pre-filled record and the manager list doesn't match your operating agreement, or the name on the state's file isn't the name on your EIN letter, or the responsible party at the IRS left the company three years ago and nobody updated anything. The report is fine. The mismatch underneath it is the problem, and it surfaces at a bank, a closing, or an audit.

Oliver, our Director of New Business, makes the point that the filing is the easy part and the documents are where it gets expensive. We agree. File it yourself if you want to. Just make sure the three sets of records tell the same story.

Reinstatement: $200 is only the entry ticket

Administrative dissolution is reversible. That's the good news, and it's why you should almost never abandon a dissolved entity and start fresh.

Reinstatement is $200. That's on both fee schedules, with a form number for each: LLC 35.40/45.65, Application for Reinstatement Following Administrative Dissolution or Revocation, and BCA 12.45/13.60, Application for Reinstatement of Domestic or Foreign Corporations, filed in duplicate. Expedited adds $100, in person. Reinstatement is also one of the Department's "Skip the Line" online services, so you don't have to do it on paper.

The statutes are unambiguous about the rest. 805 ILCS 180/35-40 and 805 ILCS 5/12.45 both require you to file all reports then due and pay all fees and penalties then due at the same time, and for corporations, all delinquent franchise taxes as well. No negotiation, no waiver.

One missed year for an LLC: $200 to reinstate, plus $75 for the missed report, both confirmed, plus the late penalty, widely quoted at $100 but not state-published. Call it about $375. State guidance indicates back annual reports are capped at six years, which would put the worst case near $1,250, but that cap isn't in the statute text and we haven't confirmed it from a primary source, so check before you budget.

Why reinstate instead of forming a new LLC?

There's no deadline. Neither statute contains a time limit, so an entity dissolved in 2014 can still come back. (Older articles citing a five-year window are quoting a rule that's long gone.)

And reinstatement is retroactive in a way a new entity can never be. Your existence is deemed to have continued without interruption from the date of the dissolution notice, and the acts of your officers, managers and agents in the meantime stand ratified. Both statutes say no member, manager, officer, shareholder or director is personally liable for debts incurred during the dissolution period *by reason of the fact that the entity was dissolved*. Every invoice you sent and every contract you signed while the state considered you dead gets pulled back inside the shield. Forming a brand new LLC does none of that.

The limit: relation-back doesn't undo a breach the dissolution itself caused. If your loan, your building lease or your franchise agreement carries a "maintain good standing" covenant, dissolution may already have tripped it, and a court has held that relation-back won't rescue you from that. Talk to your attorney, not a blog.

The name wrinkle

Under 805 ILCS 180/35-37 and 805 ILCS 5/12.43, Illinois holds your name against everyone else for three years after dissolution. Reinstate inside that window and you keep it. After three years it's fair game, and both reinstatement statutes require the application to state a changed name if the old one is no longer available.

So the reinstatement deadline is unlimited and the name protection expires at three years. Those two facts get conflated constantly. Don't plan around the first one and lose the second.

So, two ways to go

If you're still forming, the Illinois formation wizard walks the sequence and how to set up an LLC covers what comes before your first report. If you're already filed and the only question is who watches the calendar and the mailbox, that's the registered agent service at $95 a year, or $78 with any virtual office or mailbox plan.

Either way, go look up your anniversary month right now. Then put a reminder 60 days before the first of it, the day your filing window opens, every year, in whatever calendar you actually open.