Fill and Sign the Il Corporation Form

Prepared by U.S. Legal Forms, Inc. Copyright 2016 - U.S. Legal Forms, Inc. STATE OF ILLINOIS PROFESSIONAL SERVICE CORPORATION Control Number: IL-00INC2 The contents of this package are as follows: 1. Statutory Reference 2. Introduction and Law Summary 3. Forms List 4. Notes on Downloading the Forms 5. Notes on Completing the Forms 6. Instructions and Steps 7. Accessories 8. Disclaimer PROFESSIONAL SERVICE CORPORATION for State-Licensed Professionals STATE OF ILLINOIS Electronic Version STATUTORY REFERENCES 805 ILLINOIS COMPILED STATUTES 5/ (Business Corporation Act of 1983) 805 ILLINOIS COMPILED STATUTES 10/ (Professional Service Corporation Act) http://www.ilga.gov/legislation/ilcs/ilcs2.asp?ChapterID=65 INTRODUCTORY NOTES AND LAW SUMMARY The practice of a profession through a professional corporation is controlled statutorily by 805 ILCS 5/ (Business Corporation Act of 1983) and 805 ILCS 10/ (Professional Service Corporation Act). If there is a conflict between the provisions of the Business Corporation Act and the Professional Service Corporation Act, the Professional Service Corporation Act controls. Definitions "Ancillary personnel" are persons acting in their customary capacities, employed by those rendering a professional service who:  Are not licensed to engage in the category of professional service for which a professional corporation was formed; and  Work at the direction or under the supervision of those who are so licensed; and  Do not hold themselves out to the public generally as being authorized to engage in the practice of the profession for which the corporation is licensed; and  Are not prohibited by the licensing authority, regulating the category of professional service rendered by the corporation from being so employed and includes clerks, secretaries, technicians and other assistants who are not usually and ordinarily considered by custom and practice to be rendering the professional services for which the corporation was formed. The "regulating authority" is the State board, department, agency or the Supreme Court of Illinois (in the case of attorneys at law) having jurisdiction to grant a license to render the category of professional service for which a professional corporation has been organized or the United States Patent Office or the Internal Revenue Service of the United States Treasury Department. A "license" includes a license, certificate of registration or any other evidence of the satisfaction of the requirements of Illinois, or of the United States Patent Office or the Internal Revenue Service of the United States Treasury Department, for the practice of a professional service. A "professional corporation" is a corporation organized under the Professional Service Corporation Act solely for the purpose of rendering one category of professional service or related professional services and which has as its shareholders, directors, officers, agents and employees (other than ancillary personnel) only individuals who are duly licensed by Illinois or by the United States Patent Office or the Internal Revenue Service of the United States Treasury Department to render that particular category of professional service or related professional Services. The secretary of the corporation need not be licensed and the registered agent of the corporation need not be licensed when the registered agent is not a shareholder, director, officer or employee (other than ancillary personnel). A "professional service" is any personal service which requires as a condition precedent to the rendering thereof the obtaining of a license from a State board/agency/etc or from the United States Patent Office or the Internal Revenue Service of the United States Treasury Department. Initial Organization One or more persons, each of whom is licensed to perform the same professional service or related professional services in Illinois, may organize a professional corporation by filing articles of incorporation with the Secretary of State on forms furnished by the Secretary. The articles of incorporation must meet the requirements of the "Business Corporation Act of 1983" and state the specific profession to be practiced by the professional corporation. A professional corporation may be organized only for the purpose of rendering one specific type of professional service and services ancillary thereto. Additionally a professional corporation may be organized for the purpose of rendering related professional services and services ancillary thereto. Rendition of Professional Services No corporation may render professional services except through its officers, employees and agents who are duly licensed or otherwise legally authorized to render those professional services in Illinois. Professional Relationships and Liability The Professional Service Corporation Act does not abolish, repeal, modify, restrict or limit the law now in effect in Illinois applicable to the professional relationship and liabilities between the person furnishing the professional services and the person receiving such professional service and to the standards for professional conduct. Any officer, shareholder, agent or employee of a professional service corporation organized remains personally and fully liable and accountable for any negligent or wrongful acts or misconduct committed by him or by any ancillary personnel or person under his direct supervision and control while rendering professional services on behalf of the professional service corporation to the person for whom such professional services were being rendered. A professional service corporation has no greater liability for the conduct of its agents than a general business corporation. A professional service corporation is liable up to the full value of its property for any negligence or wrongful acts or misconduct committed by any of its officers, shareholders, agents or employees while they are engaged on behalf of the professional service corporation in the rendering of professional services. The relationship of an individual to a professional service corporation (whether the corporation representative is acting as a shareholder, director, officer or employee) in no way modifies or diminishes the jurisdiction over him of the governmental authority or State agency which licensed, certified or registered him for a particular profession. All rights and obligations pertaining to communications made to, or information received by, any qualified person, or his advice thereon, is extended to the professional service corporation of which he is a shareholder or employee, and to the professional service corporation's officers, employees and ancillary personnel. Name A professional service corporation must adopt a name consisting of the full or last name of one or more of its shareholders. If it is not otherwise prohibited by law, rules of a regulating authority or the canons of ethics of the profession concerned, a professional service corporation may adopt a fictitious name. It is permissible for a professional service corporation to continue to use the name of a deceased shareholder for a period of one year after his death without recording the name of the professional service corporation with the county clerk. A professional service corporation may continue to use the name of a shareholder who voluntarily withdraws from the professional service corporation if the withdrawing shareholder files with the regulating authority his written permission for the continued use of his name by the professional service corporation. This permission remains in effect until written revocation has been received by the regulating authority from the former shareholder. The corporate name of a professional service corporation must end with the word "chartered" or "Limited" or the abbreviation "Ltd.", or with the words "Professional service corporation" or the abbreviation "Prof. Corp." or the initials "P.C." Directors A professional service corporation organized is governed by a board of directors elected by the shareholders and represented by officers elected by the board of directors, and, if desired, by an executive committee elected by the board of directors. If a professional service corporation has only one shareholder, it need have only one director and that director must be the shareholder. That shareholder may also serve as president, secretary, and treasurer of the professional service corporation. A one-shareholder professional service corporation is not required to have a vice-president. If a professional service corporation has only 2 shareholders, it need have only 2 directors, both of whom must be shareholders. The two shareholders must fill the offices of president, vice- president, secretary and treasurer of the professional service corporation between them. Restrictions on Stock Ownership No professional service corporation may issue any of its capital stock to anyone other than an individual who is duly licensed or otherwise legally authorized to render the same specific professional services or related professional services as those for which the professional service corporation was organized. No shareholder shall enter into a voting trust agreement or any other type of agreement vesting another person with the authority to exercise the voting power of any of his stock. Share Redemption - Death or Disqualification of Shareholder The articles of a professional service corporation must provide for the purchase or redemption of the shares of any shareholder upon death or disqualification. This provision may also be in the by-laws of the professional service corporation or in a separate agreement of the interested parties. If the articles of a professional service corporation, the by-laws or a separate agreement fail to state a price or method of determining a fixed price at which the professional service corporation or its shareholders may purchase the shares of a deceased shareholder, or a shareholder no longer qualified to own shares in the professional service corporation, then the price for such shares must be the book value as of the end of the month immediately preceding the death or disqualification of the shareholder. Book value is determined from the books and records of the professional service corporation in accordance with the accounting methods used by the professional service corporation. Certificate of Registration No professional service corporation may open, operate or maintain an establishment for any of the purposes for which a professional service corporation may be without a certificate of registration from the regulating authority authorized by law to license individuals to engage in the profession or related professions concerned. Application for such registration must be made in writing, and must contain the name and address of the professional service corporation and such other information as may be required by the regulating authority. Upon receipt of such application, the regulating authority, or some administrative agency of government designated by it, shall make an investigation of the professional service corporation. If the regulating authority is the Supreme Court it may designate the bar or legal association which investigates and prefers charges against lawyers to it for disciplining. If such authority finds that the incorporators, officers, directors and shareholders are each licensed pursuant to the laws of Illinois to engage in the particular profession or related professions involved (except that the secretary of the professional service corporation need not be so licensed), and if no disciplinary action is pending before it against any of them, and if it appears that the professional service corporation will be conducted in compliance with the law and the regulations and rules of the regulating authority, such authority, shall issue, upon payment of a registration fee of $50, a certificate of registration. Upon written application of the holder, the regulating authority which originally issued the certificate of registration shall renew the certificate if it finds that the professional service corporation has complied with its regulations and the provisions of the Professional Service Corporation Act. No certificate of registration is assignable. The regulating authority which issues a certificate of registration may suspend or revoke it for any of the following reasons:  The revocation or suspension of the license to practice the profession of any officer, director, shareholder or employee not promptly removed or discharged by the professional service corporation;  Unethical professional conduct on the part of any officer, director, shareholder or employee not promptly removed or discharged by the professional service corporation;  The death of the last remaining shareholder;  Upon finding that the holder of a certificate has failed to comply with the provisions of the Professional Service Corporation Act or the regulations prescribed by the regulating authority that issued it; or  The failure to file a return, or to pay the tax, penalty or interest shown in a filed return, or to pay any final assessment of tax, penalty or interest, as required by any tax Act administered by the Illinois Department of Revenue, until such time as the requirements of any such tax Act are satisfied. Before any certificate of registration is suspended or revoked, the holder must be given written notice of the proposed action and the reasons therefor, and shall provide a public hearing by the regulating authority, with the right to produce testimony and other evidence concerning the charges made. Professional Services A professional service corporation may only engage in the rendering of one category of professional service or related professional services and may render such professional service or related professional services only through shareholders, directors, officers, agents and employees who are themselves duly licensed in that category of professional service. No person who is not licensed in that category of professional service or related professional services shall have any part in the ownership, management or control of the professional service corporation, nor may any proxy to vote any shares of such professional service corporation be given to a person who is not so licensed. YOU MUST CONTACT THE ILLINOIS BOARD/DEPARTMENT/ETC GOVERNING YOUR PROFESSION TO OBTAIN YOUR CERTIFICATE OF REGISTRATION AND TO ASSURE COMPLIANCE WITH ALL RULES AND REGULATIONS WHICH MIGHT BE APPLICABLE. YOUR CERTIFICATE OF REGISTRATION MUST BE FILED WITH THE SECRETARY OF STATE BEFORE YOU OPEN FOR BUSINESS. IT IS ACCEPTABLE TO FILE THE CERTIFICATE SIMULTANEOUSLY WITH THE ARTICLES OF INCORPORATION. * * * Forms List The following forms are available for download with this package.  IL-NAMERESV-INC: Application for Reservation of Entity Name  IL-00INCP: Articles of Incorporation  IL-PC-TL: Sample Transmittal Letter  IL-PC-OM: Sample Organizational Minutes  IL-PC-BL: Sample Bylaws  US-IRS-SS-4 : Application for Federal Tax Identification Number & Instructions  US-IRS-2553 : Election of “S” Corporation Status & Instructions  IL-PC-AM : Sample Annual Minutes  IL-PC-CR : Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate Instructions on using the forms are either included with the forms and/or found in the Steps to Incorporate section, below. * * * Notes on Downloading the Forms In order that we can provide you with the most up to date forms at all times, all forms are located on our servers for you to down load, complete and print. Downloading instructions are provided and we will assist if you have any problems. From the download page, the easiest procedure to download the forms is to right click on the form links and select “save target as” to save each form to your hard drive. You will have six days during which you can return to the forms download page to download the forms again if needed. You are advised to save the forms to your computer as soon as possible to avoid any problem with the six day limit. * * * Notes on Completing the Forms The forms in this package may be available in Adobe Acrobat (“.pdf”) and/or Microsoft Word (“.doc”) format. If available in .pdf format, the forms will contain “fillable” blanks which you can type directly into, and print. However, you can still print the form and fill in with a typewriter or by hand if you desire. If available in .doc format, the forms may contain “form fields” created using Microsoft Word. “Form fields” facilitate completion of the forms using your computer. They do not limit you ability to print the form “in blank” and complete with a typewriter or by hand. To complete the forms click on the gray shaded areas and type the information. For the separation agreement complete the gray shaded areas and also make any other changes or additions to resolve all issues. If you do not see the gray shaded form fields, go the View menu, click on Toolbars, and then select Forms. This will open the forms toolbar. Look for the button on the forms toolbar that resembles a shaded letter “a”. Click in this button and the form fields, if present, will become visible. If there are no form fields, just type into the document, underlining if necessary, to complete the form. Some forms may be “locked” which means that the content of the forms cannot be changed unless the form is unlocked. You can only fill in the information in the fields. If you need to make any changes in the body of the form, it is necessary for you “unlock” or “unprotect” the form. IF YOU INTEND TO MAKE CHANGES TO THE CONTENT, DO SO BEFORE YOU BEGIN TO FILL IN THE FIELDS. IF YOU UNLOCK THE DOCUMENT AFTER YOU HAVE BEGUN TO COMPLETE THE FIELDS, WHEN YOU RELOCK, ALL INFORMATION YOU ENTERED WILL BE LOST. To unlock click on “Tools” in the Menu bar and then selecting “unprotect document”. You may then be prompted to enter a password. If so, the password is “uslf”. That is uslf in lower case letters without the quotation marks. After you make the changes relock the document before you begin to complete the fields. After any required changes relock the form, then click on the first form field and enter the required information. You will be able to navigate through the document from form field to form field using your tab key. Tab to a form field and insert your data. If you experience problems, please let us know. * * * Steps to Incorporate Step 1: See FORM: IL-NAMERESV-INC APPLICATION FOR RESERVATION OF ENTITY NAME It is recommended that you reserve a corporate name in order to assure that your Articles of Incorporation are not rejected because the name you have selected is not available. You may skip this step and go to step 2, but if the corporate name you have selected is not available, the Articles of Incorporation will be rejected and returned to you.  The corporate name of a professional service corporation must end with the word "chartered" or "Limited" or the abbreviation "Ltd.", or with the words "Professional Service Corporation" or the abbreviation "Prof. Corp." or the initials "P.C."  The corporate name of a professional corporation must consist of the full or last name of one or more of its shareholders.  A proposed name cannot be the same as, or deceptively similar to, the name of any entity or any name reservation or registration filed with the Office of the Secretary of State. Name availability may be checked prior to submitting this form by calling (217) 782-9521. This is, however, only a preliminary clearance. The final decision regarding name availability will be made when the application is submitted for filing. Telephone name searches are only preliminary and do not guarantee the availability of the name .  Your may reserve more than one corporate name in one application. The fee is $25.00 for each name reserved.  A name is reserved for 90 days. To reserve a corporate name, mail the original and one copy of your APPLICATION FOR RESERVATION OF NAME along with the $25.00 filing fee for each name reserved (make check payable to the Illinois Secretary of State) , to: Secretary of State Department of Business Services Springfield, IL 62756 Telephone: (217) 782-9521 Step 2: INSTRUCTIONS FOR FILING ARTICLES OF INCORPORATION NOTE: When you file the Articles of Incorporation, you can also file a Certificate of Registration issued by the department or board regulating your profession. See Introduction. You must file this Certificate of Registration before opening for business. See FORM: IL-00INCP ARTICLES OF INCORPORATION  This form should be typed or printed.  1: Fill in the corporate name you have reserved.  2: Name your initial Registered Agent (the person who will accept legal documents and process for the corporation). Provide the physical address (DO NOT USE P.O. BOX) of the business.  3. List the purpose of the corporation. You must state the purpose of the corporation is to engage in the practice of in the State of Illinois.  4: Paragraph 1: The By-Laws in this packet provide only for the issuance of “common” stock. You will decide the par value, the number of shares authorized, the number of shares proposed to be issued, and the consideration which will be paid for those shares. SEE THE FEE SCHEDULE ATTACHED TO THE ARTICLES OF INCORPORATION (AT BOTTOM, NOTE 1). IN ADDITION TO THE FILING FEE, YOU MUST PAY A FRANCHISE TAX.  4: Paragraph 2: The answer to this question is “(N/A)”. This package does not provide for these qualifications.  5, 6, and 7: These items are “OPTIONAL.”  8: Only one incorporator is required to sign the Articles of Incorporation.  THE ARTICLES OF INCORPORATION MUST BE SIGNED IN BLACK INK!  You must file the original and one copy of the Articles of Incorporation. A photocopy of the original is sufficient for the copy.  SEE THE FEE SCHEDULE ATTACHED TO THE ARTICLES OF INCORPORATION. IN ADDITION TO THE FILING FEE, YOU MUST PAY A FRANCHISE TAX.  You must file a Certificate of Registration with the Articles. Step 3: Mail the original and one copy of the ARTICLES OF INCORPORATION , (the Certificate of Registration if you have obtained it), and the total filing fee and franchise tax that is due (make check payable to the Illinois Secretary of State), to: Secretary of State Department of Business Services Springfield, IL 62756 A sample cover letter to send with ARTICLES OF INCORPORATION is included. See FORM: IL-PC-TL SAMPLE TRANSMITTAL LETTER Step 4: Upon return of the Articles of Incorporation, conduct an Initial meeting at which time directors and officers are elected, by-laws are adopted, and other action is taken. See FORM: IL-PC-OM SAMPLE ORGANIZATIONAL MINUTES See FORM: IL-PC-BL SAMPLE BY-LAWS Step 5: Apply for a Federal Tax Identification Number. This is done with form IRS-SS- 4. Mail to your regional IRS office. See Supplemental Form: US-IRS-SS-4 APPLICATION FOR FEDERAL TAX ID & INSTRUCTIONS Step 6: If you elect Subchapter S status so that the corporation income and losses will pass to the shareholders, complete and file form 2553 with the Internal Revenue Service. It is important that this form be filed timely or the corporation will have to pay the C Corporation tax rate. See Supplemental Form: US-IRS-2553 ELECTION OF S-CORPORATION STATUS & INSTRUCTIONS Step 7: Open a Corporate bank account and conduct business. Step 8: Hold an annual meeting of the directors and shareholders at least once a year to elect directors and officers for the upcoming year and to take action as needed. See FORM: IL-PC-AM SAMPLE ANNUAL MINUTES General: For your convenience, additional forms are included such as Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate. See Supplemental Form: IL-PC-CR * * * Accessories U. S. Legal Forms, Inc. offers the following corporate accessories: Corporate Seal: If you would like to order a corporate seal call U.S. Legal Forms, Inc. at (601) 825-0382. Engraved with your name: $24.95 plus shipping, or see http://www.uslegalbookstore.com/officeproducts/ Corporate Books: See http://www.uslegalbookstore.com/officeproducts/ Imprinted (or blank) Lithographed Stock Certificates: Preview: http://www.uslegalforms.com/images/cert2.gif Order for your state: http://www.uslegalforms.com/stock-certificates.htm * * * Disclaimer THESE MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL U. S. LEGAL FORMS, INC. OR ITS AGENTS OR OFFICERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE MATERIALS, EVEN IF U.S. LEGAL FORMS, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 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