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There are several ways to organize businesses in Illinois, each having advantages and disadvantages to be weighed against practical needs and goals. Before selecting a business structure, please be sure to discuss the tax implications with a tax professional, and the legal implications with an attorney.
A sole proprietorship is a business which is owned and operated by an individual. The advantages of this form of business structure include ease of formation, relative freedom in governance and minimum government controls and restrictions. Disadvantages include less access to capital and financial resources. Also, this form of business organization provides less protection with regard to personal liability (if the owner’s company should get into a position of owing more to others than the amount of cash and other assets it has, the owner’s personal assets — home, car, etc. — may be required to be sold to pay the obligations of the business).
General Partnership. A general partnership is defined as two or more individuals carrying on an association as co-owners of a business for profit. Types of partnerships include general and limited. Before starting the company, the partners should agree on how much owner equity each partner must contribute, to the extent of which each partner will work in the company, and the share of the profits or losses to be assigned to each of them. This agreement should be prepared by an attorney in writing to avoid any future misunderstandings. As with sole proprietorships, a general partnership exposes the owners to personal liability. If the business is not successful and the partnership cannot pay all it owes, the general partners may be required to do so using their personal assets.
Limited Partnership. A Limited Partnership is an organization made up of a general partner, who manages a project; and limited partners who invest money but have limited liability are not involved in day-to-day management. Usually limited partners receive income, capital gains and tax benefits; the general partner collects fees and a percentage of capital gains and income. Typically Limited Partnerships are in real estate, oil and gas, equipment leasing, family partnerships but can also finance movies, research and development, and other projects.
A LLC is a non-corporate form of doing business that provides its owners with limited liability, flow-through tax treatment and operating flexibility through participation in management of the business. A LLC is well suited for most types of business, except banking and insurance, which are prohibited by law.
A corporation is a distinct legal entity and is the most complex form of organization. A corporation may sell shares of stock, which are certificates indicating ownership, to as many people as is desirable. The shareholders then elect a board of directors, which elects a president and other officers who run the company on a day-to-day basis. Among the advantages of corporate formation are limited liability of the shareholder and ease of transferring ownership.
Follow the processes detailed below to properly register your new business with the State and/or local government units, as appropriate.
A sole proprietorship is one of the least complicated business structures with respect to startup. It is only necessary to register the business name with the local county clerk, and that is only necessary is the business name is different from the owner's full
legal name. For example, “John Doe”
would not need to file, but “John Doe’s Cleaners” would.
In every county where the business is
located, a certificate setting forth the name of the business;
the full legal name and address of the individual owning,
conducting, or transacting the business; and the location(s)
of the business must be filed with the county clerk’s office.
There are three steps:
Complete an application;
Submit legal notice; and
Publish the legal notice in a newspaper with circulation in the county.
For more information, contact your county clerk. To locate
your county clerk, please visit:
A general partnership is another simple business structure with respect to startup. It is only necessary to register the business name with the local county clerk, and that is only necessary is the business name is different from the owners' full legal names. For example, “Susan Williams and Paula Brown” would not need to file, but “Williams and Brown” or “Williams & Brown Speedy Travel Agency” would.
In every county where the business is located, a certificate setting forth the name of the business; the full legal names and addresses of those owning, conducting, or transacting the business; and the location(s) of the business must be filed with the county clerk’s office. There are three steps:
Submit legal notice; and
Publish the legal notice in a newspaper with circulation in the county.
For more information, contact your county clerk. To locate your county clerk, please visit: www.elections.state.il.us/ElectionAuthorities/ElecAuthorityList.aspx.
Articles of Organization. To formally organize a Limited Liability Company in Illinois, complete and submit IL Secretary of State Form LLC-5.5, Articles of Organization. The Articles of Organization must set forth the following: limited liability company
name; address of the principal place of business; effective date of the Articles of
Organization; name of the registered agent and address of registered office; LLC purpose;
term of existence; the names and business addresses of the initial managers
or any member having the authority of manager. Generally, a limited liability company’s existence begins when the Department of
Business Services has "filed" the Articles of Organization. However, a later date,
not to exceed 60 days after the date that the department actually files the document,
may be designated instead. This choice must be made when completing
Article 3 of Form LLC-5.5.
Sales Tax. If the LLC was established for the purpose
of operating a retail business, the company will need a Retailer’s Occupation
Tax Number. If the company will be operating a wholesale business, it will need
a Resale Certificate Number. Contact the Illinois Department of Revenue,
Sales Tax Division.
Income Tax. Limited liability companies may or may not be subject to all
state income tax laws, including withholding taxes. Contact the Illinois Department of Revenue, Income Tax Division, for more information.
Unemployment Compensation. Before your limited liability company
hires employees it must obtain an Unemployment Compensation Number from
the Illinois Department of Labor.
Local Rules. Many counties, cities, towns and villages also require licenses or permits and may restrict advertising, signs, parking and numerous other aspects of operating a business. County and city clerks can often advise you of local ordinances and restrictions.
Annual Reports. After a limited liability company is formed you must file an Annual Report each year
to maintain its existence. The Annual Report is due prior to the first day of the company’s
“anniversary month,” which is the month in which it was formed.
For more information, please review the Illinois Secretary of State's Guide for Organizing Domestic Limited Liability Companies.
Articles of Incorporation. Complete and file with the IL Secretary of State Form BCA 2.10, Articles of Incorporation. The Articles of Incorporation must set forth the following: corporate name; initial
registered agent and registered office; corporate purpose; authorized shares; initial
issued shares and the consideration to be paid therefor. Corporate existence begins only when the Department of Business Services has
“filed’’ the Articles of Incorporation.
Federal Employer Identification Number (FEIN). After incorporating, obtain Form SS-4 from the Internal Revenue Service (IRS)
to apply for a FEIN. This number
is equivalent to a corporation’s Social Security number and is a key reference
number used by many government agencies.
If you plan to sell retail goods, your corporation will need a retailer’s occupation tax number.
If you plan to wholesale, your corporation will need a resale certificate
number. Contact the Sales Tax Division of the Illinois Department of
Revenue for more information.
Unemployment Compensation. Before your corporation hires any employees, you must obtain an Unemployment Compensation Number from the Illinois Department of Labor.
Annual Reports. After a corporation is formed you must file an Annual Report each year to maintain its existence. The Annual Report is due prior to the first day of the company’s “anniversary month,” which is the month in which it was formed.
Under Illinois law, certain contracts are required to be in writing. These include:
Contracts for the purchase and sale of real estate
Contracts that cannot be fully performed within one year
Contracts with certain governmental authorities
Outside of these transactions, you do not necessarily HAVE to have a contract. However, having a written contract is almost always a best practice for all business transactions.
Understand your needs, and the needs of the other party.
Anticipate a reasonable middleground before negotiations begin.
Remain professional, even if things do not appear to be going your way.
Carefully review all documents, including exhibits or attachments, before signing (if it seems too good to be true, it probably is!).
Make sure someone with authority signs on both sides.
Many people mistakenly use the terms copyright, trademark, and patent interchangeably. In actuality, they are very different. Each protects a unique aspect of an individual's or organization's intellectual property, or intangible assets.
Copyrights generally protect literature and visual arts, including written prose, visual art, photography, music, choreography, and architecture. Also, although it may sound like a bit of a stretch, copyright is also the most common form of protection for computer software and apps.
Trademarks generally protect commercial artwork and slogans, such as logos and short phrases. To function as a trademark, a mark must be used in commerce to denote the source of goods or services. Merely decorative marks are not suitable for trademark protection.
Patents generally protect useful inventions. They protect the way a device functions, as opposed to the way a device looks. In order to be patentable, an item must be new/novel, useful, and not obvious based other inventions that have preceeded it.