Guide for

Organizing
Not-for-Profit
Corporations

Printed by authority of the State of Illinois by union employees.

February 2024 — 1 — C 165.34
My office provides this guide to assist you with

forming your own Not-for-Profit Corporation, a

process that can sometimes be complicated. The

guide provides detailed guidelines for filing the

Articles of Incorporation, as well as information on

filing fees, government agencies you must contact,

and legal obligations you will assume after

incorporation.

This guide is not a substitute for legal advice. I

encourage you to consult with an attorney and

accountant to understand the legal, business, tax,

and financial obligations and consequences that

may result after incorporation.

If you have further questions about organizing

your Not-for-Profit Corporation, please contact

my office’s Department of Business Services,

Corporations Division, at 217-524-8008.

Alexi Giannoulias
Illinois Secretary of State
 GUIDE FOR ORGANIZING
CONTACT INFORMATION
NOT-FOR-PROFIT CORPORATIONS
This information is not intended to be a complete list but merely those agencies
most frequently required to be consulted.
TABLE OF CONTENTS
ILLINOIS SECRETARY OF STATE
ilsos.gov
Articles of Incorporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Tax-Exempt Status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Secretary of State Secretary of State

Department of Business Services Department of Business Services
Articles of Incorporation Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Corporation Division Corporation Division
501 S. Second St., Rm. 350 69 W. Washington St., Ste. 1240
Corporate Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Springfield, IL 62756 Chicago, IL 60602
Registered Agent and Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 217-524-8008 312-793-3380
Duration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ILLINOIS DEPARTMENT OF REVENUE
Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
tax.illinois.gov
Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Incorporators. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Department of Revenue Department of Revenue
Other Provisions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Income Tax Division Income Tax Division
101 W. Jefferson St. 555 W. Monroe St., Ste. 1100
Filing the Articles of Incorporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Springfield, IL 62702 Chicago, IL 60661
217-782-3336 800-732-8866
What Is Needed to File . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
800-732-8866
Where to File. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Department of Revenue Department of Revenue
Filings After Incorporating . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Sales Tax Division Sales Tax Division
Federal Income Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 101 W. Jefferson St. 555 W. Monroe St., Ste. 1100
Springfield, IL 62702 Chicago, IL 60661
Illinois Income Tax. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
217-782-3336 800-732-8866
Illinois Sales Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 800-732-8866
Illinois Attorney General Registration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
ILLINOIS ATTORNEY GENERAL
Reporting Requirements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Illinois Attorney General Illinois Attorney General
Annual Reports to the Secretary of State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
500 S. Second St. Division of Charitable Trust and
Annual Reports to Other Government Agencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Springfield, IL 62701 Solicitations
Other Reports to the Secretary of State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 217-782-1090 100 W. Randolph St., 11th Fl.
Chicago, IL 60601
Not-for-Profit Corporations Forms and Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 312-814-2595

Contact Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 INTERNAL REVENUE SERVICE

irs.gov

Internal Revenue Service Internal Revenue Service

3101 Constitution Drive Attn: Forms Services
Springfield, IL 62704 230 S. Dearborn St.
800-829-1040 Chicago, IL 60609
800-829-1040
9
NFP 104.25 Registration or Renewal of Name $50 $25 ARTICLES OF INCORPORATION
(Foreign)
The Articles of Incorporation is a legal document through which a corporation is
NFP 104.25 Cancellation of Foreign Registration $5 $25 formed. This document is sometimes referred to as the charter. Regardless of your
NFP 105.10/105.20 Change of Registered Agent/Office $5 $25 future tax-exempt status, you must complete and submit two identical copies of the
Articles of Incorporation, Form NP-102.10, with at least one copy being the original.
NFP 105.15 Notice of Resignation of Registered $5 $25 All sections of the form must be completed. Please type or print all responses.
Agent

NFP 105.25 Affidavit of Compliance for Service $10 $25

of Process TAX-EXEMPT STATUS
NFP 110.30 Articles of Amendment $25 $25 NOT ALL NOT-FOR-PROFIT CORPORATIONS ARE TAX EXEMPT. Before you take
any action, you should decide whether you wish to apply for federal income tax-
NFP 110.30R Restated Articles of Incorporation $100 $25
exempt status (e.g., 501(c) (3) status). Only certain kinds of charities, schools,
NFP 111.25 Articles of Merger or Consolidation $25 $25 churches, research institutes, clubs, etc., fall into that category. The words “athletic,’’
“benevolent,’’ “eleemosynary,’’ and “social” are not acceptable as purposes if a
NFP 111.37 Articles of Merger $25 $25
corporation is going to apply for 501(c) (3) status.
NFP 112.20 Articles of Dissolution $5 $25
To find out if your corporation may qualify for a tax break, obtain and read the
NFP 112.25 Articles of Revocation of Dissolution $5 $25 Internal Revenue Services’ (IRS) Publication 557 — Tax-Exempt Status for Your
NFP112.45/113.60 Application for Reinstatement $25 $25 Organization. An organization does not have to be incorporated to apply for
Domestic/Foreign Corporation exempt status.
NFP 113.15 Application for Authority to Conduct $50 $25 If you decide to apply, you will use either Form 1023 or Form 1024. However, you
Affairs in Illinois
must be incorporated before the IRS considers your application a Not-for-Profit
NFP 113.40 Application for Amended Certificate $25 $25 Corporation. Incorporation does not guarantee federal tax exemption, but if you wish
of Authority to apply for that status, your Articles of Incorporation may have to be written with
the IRS regulations in mind.
NFP 113.45 Application for Certificate of $5 $25
Withdrawal and Final Report

NFP 114.05 Domestic/Foreign Corporation $10 $25 ARTICLES OF INCORPORATION REQUIREMENTS

Annual Report
CORPORATE NAME
NFP 115.15 Expedited Processing A. Restrictions
Corporate Request Form For: Distinguishable: You may choose any name as long as it is distinguishable
Certificates Of Good Standing $5 $10 from: (1) the name of an existing Illinois corporation; (2) the name of a foreign
Copies Of Documents $5 $25
corporation authorized to conduct affairs in Illinois; (3) the name of an existing
Illinois Limited Liability Company (LLC) or a foreign LLC registered in Illinois;
NFP 115.20 Routine Processing
Corporate Request Form For: or (4) a name to which the exclusive right is currently reserved.
Certificates Of Good Standing $5
Copies Of Documents $5 NFP Designator: The name must end with the letters NFP if it contains any
word or phrase that indicates or implies that the corporation is organized for
any purpose not listed in the General Not For Project Corporation Act of 1986.
All payments must be in the exact amount due
and accompany any forms submitted. Restricted Words: No name shall contain the words “regular democrat,”
“regular democratic,” “regular republican,” “democrat,” “democratic,”
Forms of accepted payment are: credit card, certified check, cashier’s check, money order, “republican,” or the name of any other established political party unless consent
Illinois attorney check, or certified public accountant’s check. Please make payments
is given by the State Central Committee of such established political party.
payable to the Illinois Secretary of State. Cash payments are not accepted.

8 1
 B. Name Availability REPORTING REQUIREMENTS
You may check if a name is available by calling the Secretary of State’s
Department of Business Services at 217-524-8008 or using the name avail- ANNUAL REPORTS TO THE SECRETARY OF STATE
ability tool on the Department’s website. All Not-For-Profit Corporations must file an annual report of officers and directors
with the Secretary of State. Exact due dates for annual reports vary based on when
NOTE: A preliminary name availability determination does not guarantee that the the corporation was formed. The annual report is due before the first day of the
name will be available at a later date. The Department of Business Services reserves corporation’s anniversary month each year. The anniversary month is the month in
final determination of availability until a Name Reservation, an Articles of which the corporation was formed. For example, if the date of incorporation was
Incorporation, or an Assumed Name Application is filed. September 15, the annual report is due before the first day of September every
year. Forms will be sent to the registered agent approximately 60 days before the
C. Reserving a Name due date. Failure to file an annual report may result in the involuntary dissolution of
You may reserve an available name for 90 days for a $25 fee by filing Form the corporation.
NFP-104.10 with the name and a brief description of the corporate purpose.
Name reservations may be renewed by repeating this process. ANNUAL REPORTS TO OTHER GOVERNMENT AGENCIES
The IRS, Illinois Department of Revenue, and Illinois Attorney General may require
REGISTERED AGENT AND OFFICE other annual returns. Please consult the proper agency for more information on
A. Purpose your obligations.
Each corporation must establish and maintain a registered agent and a reg-
istered office in Illinois upon whom service of process on the corporation may OTHER REPORTS TO THE SECRETARY OF STATE
be served and to whom all official correspondence from the Secretary of State Any change in the corporate name, duration, or purpose will require an amend-
may be sent. For these reasons, the name and address of the registered agent ment to the Articles of Incorporation. Mergers, dissolutions, or reinstatements
must be kept current with the Secretary of State. must also be reported to the Department of Business Services. All forms are avail-
able on the Department’s website and should be filed upon the occurrence of the
NOTE: Failure to maintain a registered agent and a registered office will ultimately particular event.
result in the involuntary dissolution of the company.

B. Qualifications NOT-FOR-PROFIT CORPORATIONS

The registered agent must be: FORMS AND FEES
• An individual who resides in Illinois OR
Please note that the expedited fee amounts are in addition to the applicable filing
• A business entity authorized to transact business in this state.
fees, franchise taxes, penalties, and interest.
The registered office must be:
Form Number Form Name Fee Expedited Fee
• Located in Illinois and must be a street or road address. P.O. Box
in addition to fee
numbers will not be accepted.
EOA 205 Statement of Conversion $100 $200
C. Changes
EOA 305 Statement of Domestication $100 $200
Any change in either the registered agent or the office must be reported as
soon as the change occurs. Prompt reporting of changes ensures correspon- EOA 204/304 Statement of Conversion/ $100 $200
dence will be completed on time. Form NFP-105.10 is used to report changes. Domestication Abandonment

NFP 101.15 Statement of Correction $25 N/A

DURATION
The duration is the period of time you plan to be incorporated. The duration is per- NFP 102.10 Articles of Incorporation $50 $25
petual unless otherwise stated in the Articles of Incorporation.
NFP 104.10 Reservation or Transfer of Name $25 $25
PURPOSE NFP 104.15/104.20 Application to Adopt an See Form $25
A. General Assumed Name
The purpose states the function or character of the corporation. Illinois requires
NFP 104.15/104.20 Application to Change or Cancel $5 $25
this statement to be narrow and specific. Purposes that are too broad, general, an Assumed Name
or vague will not be accepted.

2 7
If expedited service is requested, the Department will review and, if approved, file B. Allowable Purposes
the Articles of Incorporation within 24 hours of receipt (excluding weekends and Not-For-Profit Corporations may be organized for any one or more of the fol-
holidays). Under the provisions of the Illinois General Not-For-Profit Act, all lowing or similar purposes:
requests for expedited service will incur a $25 service fee in addition to the $50
1) Charitable. 10) Literary.
filing fee. Please note that expedited service is only available in-person.
2) Benevolent. 11) Athletic.
Once approved, the Secretary of State will stamp the filing date on both copies of 3) Eleemosynary. 12) Scientific.
the Articles of Incorporation and assign an 8-digit file number. One copy of the 4) Educational. 13) Research.
Articles of Incorporation will be returned to the Corporation’s representative. 5) Civic. 14) Agricultural.
6) Patriotic. 15) Horticultural.
7) Political. 16) Soil improvement.
FILINGS AFTER INCORPORATING 8) Religious. 17) Crop improvement.
9) Social. 18) Livestock or poultry improvement.
FEDERAL INCOME TAX
If you decide to apply for federal income tax exemption, you must do so after you 19) Professional, commercial, industrial, or trade association.
have been incorporated and have received the filed Articles of Incorporation from 20) Promoting the development, establishment, or expansion of industries.
the Secretary of State. Applications for federal tax-exempt status are available 21) Electrification on a cooperative basis.
from the IRS. Completed applications should be submitted to the IRS, along with 22) Telephone service on a mutual or cooperative basis.
photocopies of your Articles of Incorporation and your by-laws. The IRS will notify 23) Ownership and operation of water supply facilities for drinking and gen-
you of its determination and the annual reports you will be required to file after eral domestic use on a mutual or cooperative basis.
receiving your documents. 24) Ownership or administration of residential property on a cooperative
basis.
If you do not apply for or do not receive a federal tax exemption, you must file fed- 25) Administration and operation of property owned on a condominium basis
eral income tax returns and pay the appropriate tax. Please consult the IRS for or by a homeowner association.
more information. 26) Administration and operation of an organization on a cooperative basis
producing or providing goods, services, or facilities primarily for the ben-
ILLINOIS INCOME TAX efit of members who are consumers of such goods, services, or facilities.
If your corporation receives a federal tax exemption, it is exempt from Illinois 27) Operation of a community mental health board or center organized under
income tax. No reports need to be filed, and no tax is due. the Community Mental Health Act for the purpose of providing direct
patient services.
If you do not apply for or do not receive a federal tax exemption, you must file
28) Provision of debt management services as authorized by the Debt
Illinois income tax returns and pay the appropriate tax. For more information,
Management Service Act.
please consult the Illinois Department of Revenue, Income Tax Division.
29) Promotion, operation, and administration of a ridesharing arrangement as
ILLINOIS SALES TAX defined in Section 1-176.1 of the Illinois Vehicle Code.
Some Not-For-Profit Corporations may qualify for an exemption from paying sales 30) Administration and operation of an organization for the purpose of assist-
tax on goods purchased for the organization's use if they are formed exclusively ing low-income consumers in the acquisition of utility and telephone
for charitable, religious, or educational purposes or for senior citizens. To find out services.
if you qualify, write a letter of request to the Illinois Department of Revenue, Sales 31) Any purpose permitted to be exempt from taxation under Section 501(c)
Tax Division, and enclose photocopies of your Articles of Incorporation, by-laws, or 501(d) of the U.S. Internal Revenue Code, as now in or hereafter
constitution, IRS exemption letter, or any other documents that may help determine amended.
your status. The Department of Business Services will notify you of your status. 32) Any purpose that would qualify for tax-deductible gifts under Section
170(c) of the U.S. Internal Revenue Code, as now or hereafter amended.
If you qualify for sales tax exemption, you will be issued an exemption letter. You (Any such purpose is deemed to be charitable under subsection (a)(1) of
may not use your not-for-profit registration number or IRS number to claim this Section.)
exemption from Illinois sales tax. 33) Furnishing natural gas on a cooperative basis.
34) Ownership and operation of agriculture-based biogas (anaerobic
ILLINOIS ATTORNEY GENERAL REGISTRATION digester) systems on a cooperative basis, including the marketing and
Certain charitable organizations must register with the Attorney General, Division the sale of products produced from these, including but not limited to
of Charitable Trust and Solicitations, under either or both the Illinois Charitable methane gas, electricity, and compost.
Trust Act or the Illinois Solicitation Act. Please consult the Office of the Illinois
Attorney General for more information.
6 3
35) Ownership and operation of a hemophilia program, including comprehen- DIRECTORS
sive hemophilia diagnostic treatment centers, under Section 501(a)(2) of There must be at least three directors. They do not have to be Illinois residents or
the Social Security Act. The hemophilia program may employ physicians, corporation members, but you may require these and any other qualifications you
other health care professionals, and staff. The program and the corpo- choose. Restrictions and qualifications may be outlined in the Articles of
rate board may not exercise control over, direct, or interfere with a Incorporation under the Other Provisions section or in the corporate by-laws.
physician’s exercise and execution of their professional judgment in
providing care or treatment. INCORPORATORS
36) Engineering for conversation services associated with wetland restoration One or more incorporators may organize a corporation under this Act. An incorpo-
or mitigation, flood mitigation, groundwater recharge, and natural infra- rator may be either a natural person age 18 or older or a corporation, domestic or
structure. Non-profit engineering for conservation services may not be foreign, whether not-for-profit or otherwise.
procured by qualifications based selection criteria for contracts with the
Department of Transportation, Illinois State Toll Highway Authority, or OTHER PROVISIONS
Cook County, except as a subcontractor or subconsultant. This section may be used to list any other provisions regarding the corporation's
internal affairs that you wish to have as part of the Articles of Incorporation. These
C. Specifics may include:
After prefacing the general purpose, a more detailed or specific purpose may
be listed. Simple, everyday language can be used. For example: “To find A. Tax-Exempt Status
homes for stray dogs and cats,” “To send needy inner-city children to summer If you intend to apply to the IRS for tax-exempt status and the section of the
camp,’’ or “To form a neighborhood block club.’’ DO NOT use any language Internal Revenue Code under which your corporation will fall requires an elab-
that may indicate or imply a business purpose, as it is not a proper not-for- oration of purposes, the means for achieving them, procedures for dissolution,
profit purpose. etc., this is the place to make those statements. This section must be written
in a language and format that conforms to the specifications of the IRS Code.
A corporation that is to function as a club, as defined in Section 1-3-24 of the These statements will play a large part in determining your tax status by the
Liquor Control Act of 1934, must insert in its purpose clause the following IRS. (Note — In some instances, this information may be included in your by-
statement: the corporation will comply with state and local laws and ordi- laws instead of in the Articles of Incorporation. Check Publication 557, ask the
nances relating to alcoholic liquors. IRS, or consult an attorney if uncertain.)

A corporation must also state whether it is a condominium association as B. Restrictions and Qualifications
established under the Condominium Property Act, a cooperative housing List who can be a member, an officer, or a director and what duties each must
corporation defined in Section 216 of the Internal Revenue Code of 1954, or a perform. This information need not be a part of the Articles of Incorporation,
homeowner association, which administers a common-interest community as but if not, it should be a part of the by-laws.
defined in subsection (c) of Section 9-102 of the Code of Civil Procedures.
C. Other Regulations
D. Tax-Exempt Status List any other regulation(s) governing the corporation's internal affairs. This
If you intend to apply for federal tax-exempt status, you must elaborate on information need not be a part of the Articles of Incorporation, but if not, it
the corporation’s purpose in the Other Provisions section of the form. should be a part of the by-laws.

E. Powers FILING THE ARTICLES OF INCORPORATION

All Not-For-Profit Corporations are granted many powers by statute. Among
WHAT IS NEEDED TO FILE
the granted, statutory powers are the powers to sue and be sued, complain
• Two copies of the Articles of Incorporation (one originally signed document and
and defend in the corporate name; to have and affix a corporate seal; to pur-
one copy, which may be an original or photocopy).
chase, lease, acquire, hold, use, own, or otherwise deal in and with any real
• Payment of the initial $50 filing fee. Forms of accepted payment are: credit
and personal property; to make contracts and incur liabilities; to elect or
card, certified check, cashier’s check, money order, Illinois attorney check, or
appoint officers; to make and alter by-laws; to loan money for its corporate
certified public accountant’s check. Please make payments payable to the
purposes; to have and exercise all powers necessary or convenient to effect
Illinois Secretary of State. Cash payments are not accepted.
any or all of the purposes for which the corporation is organized. Because
these powers are statutory, they do not need to be listed or included in the
WHERE TO FILE
purpose.
Articles of Incorporation and the initial incorporation fee can be submitted on
the Department’s website or mailed to the Department of Business Services in
Springfield.
4 5
35) Ownership and operation of a hemophilia program, including comprehen- DIRECTORS
sive hemophilia diagnostic treatment centers, under Section 501(a)(2) of There must be at least three directors. They do not have to be Illinois residents or
the Social Security Act. The hemophilia program may employ physicians, corporation members, but you may require these and any other qualifications you
other health care professionals, and staff. The program and the corpo- choose. Restrictions and qualifications may be outlined in the Articles of
rate board may not exercise control over, direct, or interfere with a Incorporation under the Other Provisions section or in the corporate by-laws.
physician’s exercise and execution of their professional judgment in
providing care or treatment. INCORPORATORS
36) Engineering for conversation services associated with wetland restoration One or more incorporators may organize a corporation under this Act. An incorpo-
or mitigation, flood mitigation, groundwater recharge, and natural infra- rator may be either a natural person age 18 or older or a corporation, domestic or
structure. Non-profit engineering for conservation services may not be foreign, whether not-for-profit or otherwise.
procured by qualifications based selection criteria for contracts with the
Department of Transportation, Illinois State Toll Highway Authority, or OTHER PROVISIONS
Cook County, except as a subcontractor or subconsultant. This section may be used to list any other provisions regarding the corporation's
internal affairs that you wish to have as part of the Articles of Incorporation. These
C. Specifics may include:
After prefacing the general purpose, a more detailed or specific purpose may
be listed. Simple, everyday language can be used. For example: “To find A. Tax-Exempt Status
homes for stray dogs and cats,” “To send needy inner-city children to summer If you intend to apply to the IRS for tax-exempt status and the section of the
camp,’’ or “To form a neighborhood block club.’’ DO NOT use any language Internal Revenue Code under which your corporation will fall requires an elab-
that may indicate or imply a business purpose, as it is not a proper not-for- oration of purposes, the means for achieving them, procedures for dissolution,
profit purpose. etc., this is the place to make those statements. This section must be written
in a language and format that conforms to the specifications of the IRS Code.
A corporation that is to function as a club, as defined in Section 1-3-24 of the These statements will play a large part in determining your tax status by the
Liquor Control Act of 1934, must insert in its purpose clause the following IRS. (Note — In some instances, this information may be included in your by-
statement: the corporation will comply with state and local laws and ordi- laws instead of in the Articles of Incorporation. Check Publication 557, ask the
nances relating to alcoholic liquors. IRS, or consult an attorney if uncertain.)

A corporation must also state whether it is a condominium association as B. Restrictions and Qualifications
established under the Condominium Property Act, a cooperative housing List who can be a member, an officer, or a director and what duties each must
corporation defined in Section 216 of the Internal Revenue Code of 1954, or a perform. This information need not be a part of the Articles of Incorporation,
homeowner association, which administers a common-interest community as but if not, it should be a part of the by-laws.
defined in subsection (c) of Section 9-102 of the Code of Civil Procedures.
C. Other Regulations
D. Tax-Exempt Status List any other regulation(s) governing the corporation's internal affairs. This
If you intend to apply for federal tax-exempt status, you must elaborate on information need not be a part of the Articles of Incorporation, but if not, it
the corporation’s purpose in the Other Provisions section of the form. should be a part of the by-laws.

E. Powers FILING THE ARTICLES OF INCORPORATION

All Not-For-Profit Corporations are granted many powers by statute. Among
WHAT IS NEEDED TO FILE
the granted, statutory powers are the powers to sue and be sued, complain
• Two copies of the Articles of Incorporation (one originally signed document and
and defend in the corporate name; to have and affix a corporate seal; to pur-
one copy, which may be an original or photocopy).
chase, lease, acquire, hold, use, own, or otherwise deal in and with any real
• Payment of the initial $50 filing fee. Forms of accepted payment are: credit
and personal property; to make contracts and incur liabilities; to elect or
card, certified check, cashier’s check, money order, Illinois attorney check, or
appoint officers; to make and alter by-laws; to loan money for its corporate
certified public accountant’s check. Please make payments payable to the
purposes; to have and exercise all powers necessary or convenient to effect
Illinois Secretary of State. Cash payments are not accepted.
any or all of the purposes for which the corporation is organized. Because
these powers are statutory, they do not need to be listed or included in the
WHERE TO FILE
purpose.
Articles of Incorporation and the initial incorporation fee can be submitted on
the Department’s website or mailed to the Department of Business Services in
Springfield.
4 5
If expedited service is requested, the Department will review and, if approved, file B. Allowable Purposes
the Articles of Incorporation within 24 hours of receipt (excluding weekends and Not-For-Profit Corporations may be organized for any one or more of the fol-
holidays). Under the provisions of the Illinois General Not-For-Profit Act, all lowing or similar purposes:
requests for expedited service will incur a $25 service fee in addition to the $50
1) Charitable. 10) Literary.
filing fee. Please note that expedited service is only available in-person.
2) Benevolent. 11) Athletic.
Once approved, the Secretary of State will stamp the filing date on both copies of 3) Eleemosynary. 12) Scientific.
the Articles of Incorporation and assign an 8-digit file number. One copy of the 4) Educational. 13) Research.
Articles of Incorporation will be returned to the Corporation’s representative. 5) Civic. 14) Agricultural.
6) Patriotic. 15) Horticultural.
7) Political. 16) Soil improvement.
FILINGS AFTER INCORPORATING 8) Religious. 17) Crop improvement.
9) Social. 18) Livestock or poultry improvement.
FEDERAL INCOME TAX
If you decide to apply for federal income tax exemption, you must do so after you 19) Professional, commercial, industrial, or trade association.
have been incorporated and have received the filed Articles of Incorporation from 20) Promoting the development, establishment, or expansion of industries.
the Secretary of State. Applications for federal tax-exempt status are available 21) Electrification on a cooperative basis.
from the IRS. Completed applications should be submitted to the IRS, along with 22) Telephone service on a mutual or cooperative basis.
photocopies of your Articles of Incorporation and your by-laws. The IRS will notify 23) Ownership and operation of water supply facilities for drinking and gen-
you of its determination and the annual reports you will be required to file after eral domestic use on a mutual or cooperative basis.
receiving your documents. 24) Ownership or administration of residential property on a cooperative
basis.
If you do not apply for or do not receive a federal tax exemption, you must file fed- 25) Administration and operation of property owned on a condominium basis
eral income tax returns and pay the appropriate tax. Please consult the IRS for or by a homeowner association.
more information. 26) Administration and operation of an organization on a cooperative basis
producing or providing goods, services, or facilities primarily for the ben-
ILLINOIS INCOME TAX efit of members who are consumers of such goods, services, or facilities.
If your corporation receives a federal tax exemption, it is exempt from Illinois 27) Operation of a community mental health board or center organized under
income tax. No reports need to be filed, and no tax is due. the Community Mental Health Act for the purpose of providing direct
patient services.
If you do not apply for or do not receive a federal tax exemption, you must file
28) Provision of debt management services as authorized by the Debt
Illinois income tax returns and pay the appropriate tax. For more information,
Management Service Act.
please consult the Illinois Department of Revenue, Income Tax Division.
29) Promotion, operation, and administration of a ridesharing arrangement as
ILLINOIS SALES TAX defined in Section 1-176.1 of the Illinois Vehicle Code.
Some Not-For-Profit Corporations may qualify for an exemption from paying sales 30) Administration and operation of an organization for the purpose of assist-
tax on goods purchased for the organization's use if they are formed exclusively ing low-income consumers in the acquisition of utility and telephone
for charitable, religious, or educational purposes or for senior citizens. To find out services.
if you qualify, write a letter of request to the Illinois Department of Revenue, Sales 31) Any purpose permitted to be exempt from taxation under Section 501(c)
Tax Division, and enclose photocopies of your Articles of Incorporation, by-laws, or 501(d) of the U.S. Internal Revenue Code, as now in or hereafter
constitution, IRS exemption letter, or any other documents that may help determine amended.
your status. The Department of Business Services will notify you of your status. 32) Any purpose that would qualify for tax-deductible gifts under Section
170(c) of the U.S. Internal Revenue Code, as now or hereafter amended.
If you qualify for sales tax exemption, you will be issued an exemption letter. You (Any such purpose is deemed to be charitable under subsection (a)(1) of
may not use your not-for-profit registration number or IRS number to claim this Section.)
exemption from Illinois sales tax. 33) Furnishing natural gas on a cooperative basis.
34) Ownership and operation of agriculture-based biogas (anaerobic
ILLINOIS ATTORNEY GENERAL REGISTRATION digester) systems on a cooperative basis, including the marketing and
Certain charitable organizations must register with the Attorney General, Division the sale of products produced from these, including but not limited to
of Charitable Trust and Solicitations, under either or both the Illinois Charitable methane gas, electricity, and compost.
Trust Act or the Illinois Solicitation Act. Please consult the Office of the Illinois
Attorney General for more information.
6 3
 B. Name Availability REPORTING REQUIREMENTS
You may check if a name is available by calling the Secretary of State’s
Department of Business Services at 217-524-8008 or using the name avail- ANNUAL REPORTS TO THE SECRETARY OF STATE
ability tool on the Department’s website. All Not-For-Profit Corporations must file an annual report of officers and directors
with the Secretary of State. Exact due dates for annual reports vary based on when
NOTE: A preliminary name availability determination does not guarantee that the the corporation was formed. The annual report is due before the first day of the
name will be available at a later date. The Department of Business Services reserves corporation’s anniversary month each year. The anniversary month is the month in
final determination of availability until a Name Reservation, an Articles of which the corporation was formed. For example, if the date of incorporation was
Incorporation, or an Assumed Name Application is filed. September 15, the annual report is due before the first day of September every
year. Forms will be sent to the registered agent approximately 60 days before the
C. Reserving a Name due date. Failure to file an annual report may result in the involuntary dissolution of
You may reserve an available name for 90 days for a $25 fee by filing Form the corporation.
NFP-104.10 with the name and a brief description of the corporate purpose.
Name reservations may be renewed by repeating this process. ANNUAL REPORTS TO OTHER GOVERNMENT AGENCIES
The IRS, Illinois Department of Revenue, and Illinois Attorney General may require
REGISTERED AGENT AND OFFICE other annual returns. Please consult the proper agency for more information on
A. Purpose your obligations.
Each corporation must establish and maintain a registered agent and a reg-
istered office in Illinois upon whom service of process on the corporation may OTHER REPORTS TO THE SECRETARY OF STATE
be served and to whom all official correspondence from the Secretary of State Any change in the corporate name, duration, or purpose will require an amend-
may be sent. For these reasons, the name and address of the registered agent ment to the Articles of Incorporation. Mergers, dissolutions, or reinstatements
must be kept current with the Secretary of State. must also be reported to the Department of Business Services. All forms are avail-
able on the Department’s website and should be filed upon the occurrence of the
NOTE: Failure to maintain a registered agent and a registered office will ultimately particular event.
result in the involuntary dissolution of the company.

B. Qualifications NOT-FOR-PROFIT CORPORATIONS

The registered agent must be: FORMS AND FEES
• An individual who resides in Illinois OR
Please note that the expedited fee amounts are in addition to the applicable filing
• A business entity authorized to transact business in this state.
fees, franchise taxes, penalties, and interest.
The registered office must be:
Form Number Form Name Fee Expedited Fee
• Located in Illinois and must be a street or road address. P.O. Box
in addition to fee
numbers will not be accepted.
EOA 205 Statement of Conversion $100 $200
C. Changes
EOA 305 Statement of Domestication $100 $200
Any change in either the registered agent or the office must be reported as
soon as the change occurs. Prompt reporting of changes ensures correspon- EOA 204/304 Statement of Conversion/ $100 $200
dence will be completed on time. Form NFP-105.10 is used to report changes. Domestication Abandonment

NFP 101.15 Statement of Correction $25 N/A

DURATION
The duration is the period of time you plan to be incorporated. The duration is per- NFP 102.10 Articles of Incorporation $50 $25
petual unless otherwise stated in the Articles of Incorporation.
NFP 104.10 Reservation or Transfer of Name $25 $25
PURPOSE NFP 104.15/104.20 Application to Adopt an See Form $25
A. General Assumed Name
The purpose states the function or character of the corporation. Illinois requires
NFP 104.15/104.20 Application to Change or Cancel $5 $25
this statement to be narrow and specific. Purposes that are too broad, general, an Assumed Name
or vague will not be accepted.

2 7
NFP 104.25 Registration or Renewal of Name $50 $25 ARTICLES OF INCORPORATION
(Foreign)
The Articles of Incorporation is a legal document through which a corporation is
NFP 104.25 Cancellation of Foreign Registration $5 $25 formed. This document is sometimes referred to as the charter. Regardless of your
NFP 105.10/105.20 Change of Registered Agent/Office $5 $25 future tax-exempt status, you must complete and submit two identical copies of the
Articles of Incorporation, Form NP-102.10, with at least one copy being the original.
NFP 105.15 Notice of Resignation of Registered $5 $25 All sections of the form must be completed. Please type or print all responses.
Agent

NFP 105.25 Affidavit of Compliance for Service $10 $25

of Process TAX-EXEMPT STATUS
NFP 110.30 Articles of Amendment $25 $25 NOT ALL NOT-FOR-PROFIT CORPORATIONS ARE TAX EXEMPT. Before you take
any action, you should decide whether you wish to apply for federal income tax-
NFP 110.30R Restated Articles of Incorporation $100 $25
exempt status (e.g., 501(c) (3) status). Only certain kinds of charities, schools,
NFP 111.25 Articles of Merger or Consolidation $25 $25 churches, research institutes, clubs, etc., fall into that category. The words “athletic,’’
“benevolent,’’ “eleemosynary,’’ and “social” are not acceptable as purposes if a
NFP 111.37 Articles of Merger $25 $25
corporation is going to apply for 501(c) (3) status.
NFP 112.20 Articles of Dissolution $5 $25
To find out if your corporation may qualify for a tax break, obtain and read the
NFP 112.25 Articles of Revocation of Dissolution $5 $25 Internal Revenue Services’ (IRS) Publication 557 — Tax-Exempt Status for Your
NFP112.45/113.60 Application for Reinstatement $25 $25 Organization. An organization does not have to be incorporated to apply for
Domestic/Foreign Corporation exempt status.
NFP 113.15 Application for Authority to Conduct $50 $25 If you decide to apply, you will use either Form 1023 or Form 1024. However, you
Affairs in Illinois
must be incorporated before the IRS considers your application a Not-for-Profit
NFP 113.40 Application for Amended Certificate $25 $25 Corporation. Incorporation does not guarantee federal tax exemption, but if you wish
of Authority to apply for that status, your Articles of Incorporation may have to be written with
the IRS regulations in mind.
NFP 113.45 Application for Certificate of $5 $25
Withdrawal and Final Report

NFP 114.05 Domestic/Foreign Corporation $10 $25 ARTICLES OF INCORPORATION REQUIREMENTS

Annual Report
CORPORATE NAME
NFP 115.15 Expedited Processing A. Restrictions
Corporate Request Form For: Distinguishable: You may choose any name as long as it is distinguishable
Certificates Of Good Standing $5 $10 from: (1) the name of an existing Illinois corporation; (2) the name of a foreign
Copies Of Documents $5 $25
corporation authorized to conduct affairs in Illinois; (3) the name of an existing
Illinois Limited Liability Company (LLC) or a foreign LLC registered in Illinois;
NFP 115.20 Routine Processing
Corporate Request Form For: or (4) a name to which the exclusive right is currently reserved.
Certificates Of Good Standing $5
Copies Of Documents $5 NFP Designator: The name must end with the letters NFP if it contains any
word or phrase that indicates or implies that the corporation is organized for
any purpose not listed in the General Not For Project Corporation Act of 1986.
All payments must be in the exact amount due
and accompany any forms submitted. Restricted Words: No name shall contain the words “regular democrat,”
“regular democratic,” “regular republican,” “democrat,” “democratic,”
Forms of accepted payment are: credit card, certified check, cashier’s check, money order, “republican,” or the name of any other established political party unless consent
Illinois attorney check, or certified public accountant’s check. Please make payments
is given by the State Central Committee of such established political party.
payable to the Illinois Secretary of State. Cash payments are not accepted.

8 1
 GUIDE FOR ORGANIZING
CONTACT INFORMATION
NOT-FOR-PROFIT CORPORATIONS
This information is not intended to be a complete list but merely those agencies
most frequently required to be consulted.
TABLE OF CONTENTS
ILLINOIS SECRETARY OF STATE
ilsos.gov
Articles of Incorporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Tax-Exempt Status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Secretary of State Secretary of State

Department of Business Services Department of Business Services
Articles of Incorporation Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Corporation Division Corporation Division
501 S. Second St., Rm. 350 69 W. Washington St., Ste. 1240
Corporate Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Springfield, IL 62756 Chicago, IL 60602
Registered Agent and Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 217-524-8008 312-793-3380
Duration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ILLINOIS DEPARTMENT OF REVENUE
Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
tax.illinois.gov
Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Incorporators. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Department of Revenue Department of Revenue
Other Provisions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Income Tax Division Income Tax Division
101 W. Jefferson St. 555 W. Monroe St., Ste. 1100
Filing the Articles of Incorporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Springfield, IL 62702 Chicago, IL 60661
217-782-3336 800-732-8866
What Is Needed to File . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
800-732-8866
Where to File. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Department of Revenue Department of Revenue
Filings After Incorporating . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Sales Tax Division Sales Tax Division
Federal Income Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 101 W. Jefferson St. 555 W. Monroe St., Ste. 1100
Springfield, IL 62702 Chicago, IL 60661
Illinois Income Tax. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
217-782-3336 800-732-8866
Illinois Sales Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 800-732-8866
Illinois Attorney General Registration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
ILLINOIS ATTORNEY GENERAL
Reporting Requirements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Illinois Attorney General Illinois Attorney General
Annual Reports to the Secretary of State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
500 S. Second St. Division of Charitable Trust and
Annual Reports to Other Government Agencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Springfield, IL 62701 Solicitations
Other Reports to the Secretary of State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 217-782-1090 100 W. Randolph St., 11th Fl.
Chicago, IL 60601
Not-for-Profit Corporations Forms and Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 312-814-2595

Contact Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 INTERNAL REVENUE SERVICE

irs.gov

Internal Revenue Service Internal Revenue Service

3101 Constitution Drive Attn: Forms Services
Springfield, IL 62704 230 S. Dearborn St.
800-829-1040 Chicago, IL 60609
800-829-1040
9
 Guide for
Organizing
Not-for-Profit
Corporations

Printed by authority of the State of Illinois by union employees.

February 2024 — 1 — C 165.34