How to Form a Nonprofit in Illinois

Step 1: Choose and Reserve Your Name

Your nonprofit's name must be distinguishable from other entities already on file with the Illinois Secretary of State. If you aren't ready to file your articles yet, Form NFP 104.10 reserves an available name for 90 days for a $25 fee, per the Secretary of State.

Step 2: Recruit at Least Three Directors

Illinois's General Not For Profit Corporation Act of 1986 (805 ILCS 105) requires a board of three or more directors, fixed initially by the incorporators and governed afterward by the bylaws. Unlike states that only impose a three-director rule on organizations seeking 501(c)(3) status, Illinois applies this minimum to every not-for-profit corporation at formation; see our guide on how many board members a nonprofit needs for how this compares with other states.

Step 3: Appoint a Registered Agent and Office

An Illinois not-for-profit corporation must maintain a registered agent and registered office with a physical Illinois street address, named directly on the Articles of Incorporation, to receive service of process and official state correspondence on the organization's behalf.

Step 4: File Articles of Incorporation

File Form NFP 102.10 with the Illinois Secretary of State's Business Services Department for a $50 filing fee; an additional $25 expedited fee is available for faster processing. If you plan to seek 501(c)(3) status, attach the IRS's required purpose, private-inurement and dissolution provisions as a supplement to the form, since Form NFP 102.10 alone doesn't include that language, per the Illinois Attorney General's formation checklist. See our guide on required language for 501(c)(3) articles of incorporation for the exact wording.

Step 5: Adopt Bylaws and Hold Your Organizational Meeting

Once the state accepts your articles, hold an organizational meeting of the initial directors to adopt bylaws consistent with the General Not For Profit Corporation Act, elect officers, and approve resolutions such as opening a bank account. Document the meeting, or a written consent in its place, in your permanent corporate records.

Step 6: Get an EIN and Apply for 501(c)(3) Status

Apply for a federal EIN directly through the IRS at no cost (see our guide on getting an EIN for a nonprofit), then apply separately to the IRS for 501(c)(3) status using Form 1023-EZ ($275 user fee, for smaller organizations under the IRS's size limits) or the full Form 1023 ($600 user fee). Incorporating in Illinois does not by itself make an organization federally tax-exempt.

Step 7: File Your Illinois Annual Report Every Year

An Illinois not-for-profit corporation files a Corporate Annual Report with the Secretary of State before the first day of its anniversary month each year (the month its articles became effective), for a $10 filing fee; a late report adds a $3 penalty under state law. Repeated non-filing can lead to involuntary dissolution or revocation of the right to transact business in Illinois.

Step 8: Register With the Illinois Attorney General Before Fundraising

Any charity holding or soliciting funds in Illinois must register with the Attorney General's Charitable Trust Bureau before soliciting, using Form CO-1 with a $15 registration fee; an organization may register before it has applied for IRS tax-exempt status. Registered charities then file an annual report with the Attorney General, Form AG990-IL, within six months of the organization's fiscal year end, for a $15 fee. Organizations with $25,000 or less in gross revenue and assets can file a simplified version disclosing only total revenue, expenditures and year-end assets; larger organizations attach their IRS return, and those with contributions over $500,000 (or over $300,000 if using only staff and volunteer fundraising) need audited or reviewed financial statements, per the Illinois Attorney General's formation checklist.

How Illinois's Nonprofit Filing Compares to Its LLC Filing

An Illinois LLC's Articles of Organization cost $150 to file, three times the nonprofit's $50 fee, and an Illinois LLC's annual report runs $75 every year, compared with $10 for a not-for-profit corporation. The two filings use the same Secretary of State office but operate under different statutes and serve different purposes, so don't assume a rule for one tells you anything about the other beyond both needing a registered agent with an Illinois address.

The Three-Director Rule Applies at Formation, Not Just for 501(c)(3) Eligibility

Some states only require extra directors for organizations seeking federal tax exemption. Illinois applies its three-director minimum to every not-for-profit corporation from the moment it incorporates, so recruit at least three people willing to serve before you file, not after.

Two Different Annual Filings, Two Different Agencies

The $10 Secretary of State annual report keeps your corporation in good standing with the state; it has nothing to do with the separate $15 Attorney General annual report that registered charities file to keep soliciting donations, or with the federal Form 990 series filed with the IRS. Missing one doesn't satisfy, or get noticed by, the others.

You Can Register With the Attorney General Before Getting 501(c)(3) Status

Because charitable registration in Illinois doesn't require a completed IRS exemption first, a new organization that plans to fundraise while its Form 1023 application is still pending should register with the Charitable Trust Bureau promptly rather than waiting for its determination letter.

Watch the Financial-Statement Thresholds as You Grow

Illinois's Attorney General requires audited financial statements once contributions exceed $500,000, and reviewed statements in a narrower band for organizations relying solely on staff and volunteer fundraising. Budget for this cost as your fundraising grows rather than discovering the requirement at filing time.

This Is Not Legal Advice

Illinois's specific requirements for articles content, registered agent qualifications, and Attorney General registration thresholds can change. Confirm current requirements directly with the Secretary of State and the Attorney General's office, and talk to a nonprofit attorney for anything beyond a straightforward, single-state formation.