How to Form an Illinois Nonprofit Corporation in 2023

What is a Nonprofit Corporation?

A nonprofit and for-profit corporation both have similar “nuts and bolts,” so to speak. Both businesses have a board of directors, CEOs, bylaws, annual board meetings, and the like.

But what makes a nonprofit stand out is its purpose. A business corporation typically organizes for financial gain; a nonprofit exists not to make money but to further a cause or reach a goal. Additionally, a business corporation gains investors by offering stock, which has the incentive of dividends and financial gain. Nonprofit corporations solicit contributions that don’t generate any income for those investors.

Well-known nonprofits include groups like Doctors Without Borders, Alcoholics Anonymous, and even your local YMCA.

It’s important not to confuse “nonprofit” with “no income.” Most nonprofits generate income from donations or day-to-day services. The distinction is that nonprofits use 100% of their income to pay expenses and reinvest in their cause. For example, the YMCA uses member dues and community donations for exercise programs, youth sport development, and maintaining their equipment and facilities. They also pay their employees.

Because of this, nonprofit corporations may apply for and receive a tax-exempt status (typically a 501(c)(3) designation), eliminating the corporation’s responsibility for income taxes at the federal and state levels.

Should you form one?

Before you dive into the rest of this guide, you should do a little soul-searching: should you even form a nonprofit in Illinois? The goal is a noble one, but it certainly isn’t for everyone. And some concepts simply aren’t right for the nonprofit sector.

Here are some questions to ask:

• Will I be able to convince others to buy into this cause? How hard will it be to attract donors?
• Are there other existing nonprofits with the same goal?
  • If so, do they operate in Illinois? Nationwide? Should I form a local chapter of their nonprofit instead?
  • Can I further this cause better or differently than they are?
• Can I hire employees for this cause, or will I rely on volunteers? How will I successfully recruit their help?

If you find yourself stumped by any of those questions, you may want to step back and get some help…or simply do some more thinking before diving in. But if you have answers to most of those questions, then you’re well on your way to starting an Illinois nonprofit organization.

Starting an Illinois Nonprofit: Step by Step

Technically, the process for creating an Illinois nonprofit entity is pretty simple. It’s really just a matter of picking a few people and filing some paperwork (it’s the requirements immediately after forming the nonprofit that get complicated).

1. Pick & Claim a Name

Choosing a name is one of the most crucial decisions for starting your business. You want to pick a name that’s memorable, likable, and most importantly, compliant with Illinois state law.

Illinois has pretty simple laws for nonprofit names:

• Your name can include a word like “Corporation,” “Company,” “Limited,” or “Incorporated”
• Your name must include the letters NFP (“Not for profit”) at the end
• Your name must be “distinguishable upon the records,” or distinct from the names of other entities in the state

If you want more information on Illinois nonprofit names, check out the Name Article of the General Not for Profit Corporation Act.

As a result, you have a lot of leeway to pick a name that will resonate with your target audience, potential donors, and of course, with you. The ideal Illinois nonprofit name describes what the organization does, sounds good when said out loud, and just “sticks” in the minds of people who see it.

Whenever you pick a potential name, you should check whether it’s available with a Corporate and LLC Search. Typically, if you type in your desired name and no exact matches show up, your name is available to use. This seems like a very basic step, but it’s crucial to streamlining your filings.

Once you nail down an available name that you like, you can reserve it using the Application for Reservation of Name form. This optional form costs $25 to submit, but once it’s approved, your name will be protected for 120 days. That gives you plenty of time to prepare other business documents without losing your name to another business or nonprofit.

You can learn more through our guide on how to reserve an Illinois business name.

2. Assemble your initial board

A nonprofit corporation is only as impactful as the people leading it. That’s why your initial board of directors is extremely important; you’ll want to pick a team of people that are just as passionate about your cause as you are.

More importantly, it’s helpful to choose a group with complementary strengths. For example, a medical outreach group might have a board of directors with three doctors, a nurse, a financial expert, a creative visionary, and a lawyer. The right board of directors will help your nonprofit thrive.

Illinois does have a bunch of rules about who can serve on the board. The only explicit requirement is that your board must have at least three directors. All other requirements for your board can be dictated by your bylaws. For example, you might set out requirements for how many directors you have beyond three, how each director will be appointed, how they’ll resign, and so on.

3. Appoint a registered agent

Every Illinois entity—nonprofits, corporations, and LLCs alike—must appoint a registered agent. This individual accepts “service of process” from the state on your behalf. Basically, if the state ever needs to notify you regarding a lawsuit or an upcoming annual report due date, they’ll contact your registered agent. The agent forwards that notice to you.

Illinois has pretty lenient criteria for a nonprofit’s registered agent, as found in the Office and Agent Chapter of the Business Corporation Act:

• Every entity that registers with the Secretary of State (both domestic and foreign) must appoint a registered agent
• The agent may be a resident of Illinois OR a business with authority to operate in the state
• An agent must be continuously maintained

So you might ask, “Can I serve as my nonprofit’s registered agent?” Technically, you can. But we don’t recommend it. That puts your personal details (and often private details like your address and primary email) on the public record. You’ll also be busy running your nonprofit and pursuing your goals; you won’t want to tie yourself down to a registered address (especially for a tedious thing like service of process). We recommend appointing an individual you trust.

Or, if you prefer, you can hire a registered agent service instead. For a small annual fee, these services will act as your agent. That frees you up to focus on running your nonprofit.

4. File your Articles of Incorporation

Up until now, your nonprofit has just been an idea; it’s not recognized by the state government. Technically, businesses don’t “exist” until they file the appropriate paperwork. For Illinois nonprofits, that means filing the Articles of Incorporation.

This online document requires some foundational information about your nonprofit. Here’s the data you’ll need to have on hand:

• Name of your nonprofit corporation
• Name and address of your registered agent
• Names of your initial directors (minimum of 3 and maximum of 8)
• Purpose of your nonprofit
• Name of your incorporator

All told, this document is pretty simple; all you really have to do is fill out the required information. As long as you fill it out carefully, you’ll be set to go. Be sure to have a credit or debit card on hand to pay the $50 filing fee. There’s also a small processing fee (you can’t avoid this since Illinois only offers online filing for this document.

Processing speed: 7-10 business days

Expedited processing: $100 for 24-hour turnaround

Congratulations! Your nonprofit is now a recognized entity in Illinois!

Prepare for & Hold Your First Board Meeting

After your Articles of Incorporation form is complete, it’s time to truly get your nonprofit’s activities underway. And that means it’s time for the first board meeting.

No two board meetings will look exactly the same; after all, every nonprofit has different tasks to accomplish. Illinois does recommend that you hold regular meetings, usually once or twice a year; you can set other special meetings with enough notice to your directors. Basically, your bylaws will call the shots for your meetings.

For example, the bylaws might dictate that your president and CFO should report on the recent accomplishments and financial standing of the nonprofit. For more information on your regular and special board meetings, please consult the Directors and Officers Section of the General Not For Profit Corporation Act.

Your very first board meeting, however, will look a bit different. Here’s what you’ll need to accomplish:

• Draft and approve the nonprofit’s bylaws: The bylaws dictate exactly how your nonprofit will be run. This includes a detailed rundown of your corporate purpose, how your board will be selected and replaced, how you’ll raise funds, how you’ll hire employees or solicit volunteers, and much more (including a provision for how to amend the bylaws). To save time, you may choose to write a draft before the meeting and revise it when your full board is present. The important thing is that the board approves the final bylaws, making them the governing document for your nonprofit.
• Draft and approve a conflict of interest policy: Occasionally, one of your nonprofit’s contributors will have personal affairs that intersect with the activities of your nonprofit. A conflict of interest policy dictates exactly what happens in those situations, protecting both the nonprofit and the individual contributor.
• Appoint someone to take minutes at each meeting: Every Illinois nonprofit corporation must establish and maintain a corporate record. That’s why every board should appoint someone to take minutes, or a summary of every board meeting, documenting what was said and what decisions were made.
• Finalize responsibilities for each board member: If one board member will be responsible for fundraising while another raises awareness for the cause, you should assign those roles at the initial board meeting.
• Appoint officers for the nonprofit (if needed): Some corporations choose to have their officers, such as the CEO or CFO, be members of the board. Others appoint non-board members to fill these roles, creating a division between the governance and day-to-day operations. Either choice is fine, but these vital roles should be filled.

This initial meeting will be a very full, technical day (or even series of days!), but nailing down these aspects will help you establish a nonprofit that’s compliant with Illinois state law and efficiently run.

Take Care of Taxes

Taxes as a nonprofit are a tricky beast; frankly, we recommend getting advice from a tax lawyer, accountant, or similar consultant to make sure you cover all your bases! But let’s take a quick look at the basics for nonprofit taxes.

First, apply for tax-exempt status on the federal level

If you don’t file for tax-exempt status, you’ll technically be liable for corporate income taxes. And that’s the last thing a non-profit wants. That’s why you’ll need to start out by filing Form 1023 or Form 1024, which are the applications for charitable, religious, or educational groups and other nonprofits respectively. After that application is completed, you’ll play the waiting game. The IRS can take up to 180 days to approve or reject your application, so we highly recommend completing the application correctly the first time.

Once your application is approved, you’ll receive a letter of tax-exempt status from the IRS. This letter will also exempt you from state income taxes. But it won’t automatically exempt you from sales taxes. Instead, you’ll need to file an application for a sales tax exemption certificate. Once your application is approved, you can use that certificate to be exempted from sales taxes. For more information, check out MyTax Illinois.

Obtain an EIN

An EIN, or an Employer Identification Number, is an important identifier to get; it acts a bit like a Social Security Number, but for a business entity. Unfortunately, you aren’t assigned one automatically.

Thankfully, it’s free to apply for an EIN online with the IRS. Even if you don’t plan to have employees right away, it’s a good idea to have this number from the get-go. Miscellaneous forms, such as license applications or even bank accounts, may request this number.

Account for employment & miscellaneous taxes

No two businesses are alike, so each nonprofit will have slightly different taxes. That said, Illinois nonprofits with employees will need to account for withholding and unemployment taxes on the state and federal levels (at a minimum).

There are also miscellaneous industry-specific taxes in Illinois, such as fees for charitable gaming, tobacco, and more. In many cases, these taxes won’t apply to your nonprofit, but it’s still a good idea to double-check with the Illinois Department of Revenue just to be sure you’ve covered all your responsibilities.

That’s the basic gist of nonprofit taxes in Illinois. We still recommend consulting with a tax professional, as they’ll be able to give you specialized advice for your unique situation.

Register for Licenses and Permits

Licenses and permits are especially important for nonprofits. And there are three major categories of potential permits and licenses: fundraising, lobbying, and licensing. Let’s walk through the Illinois requirements for each of those three areas.

1. Fundraising

A lot of states require you to register in order to solicit charitable contributions, and Illinois is no exception. You’ll have to register with the Attorney General before fundraising. You’ll also be required to submit annual reports, too. The filing fee for an on-time registration or the renewal is $15, but if you file late, those jump up to $100-$200. For more information about charitable registration, check out the Building Better Charities page by the Illinois Attorney General.

2. Lobbying

If your nonprofit will be lobbying for its cause in a formal capacity, then you are required to register as a lobbying entity. And every lobbying entity must appoint an authorized agent who will handle the bulk of your records and statutory requirements (much like a registered agent, but for the lobbying aspect of your business).

You are also required to renew your registration and make regular reports about your expenditures when lobbying. For more information about these requirements, check out the Annual Registration Guide by the Secretary of State.

3. General licensing

Nonprofits are tax-exempt, but they aren’t exempt from licensure requirements, whether that’s for an industry-specific license or a state general business license. So you’ll need to get the licenses that apply to your unique organization.

Illinois, unlike some states, doesn’t have a general business license that applies to every single entity in the state. So most license requirements come at the industry level instead. Illinois upholds all federally regulated industry licenses, and the Department of Financial and Professional Regulation is a great place to check out the state-level license requirements. It’s up to you to learn if there are any licenses for your industry, so be sure to complete this step!

Whenever you apply for a license or permit, we recommend inquiring about the requirements for renewing your licenses. That way, you’ll know exactly how often you’ll need to renew your licenses (if applicable).

Meet Insurance Requirements

We highly recommend that every business entity maintain at least some sort of general liability policy — even nonprofit entities. There’s always a chance that something can go wrong (no matter how careful you are).

A natural disaster can happen, a break-in might cost you some important equipment, or an accident during day-to-day operations might cause a broken bone and damaged property. A general liability policy will protect your business if something like that happens.

Illinois state law also requires you to get a workers’ compensation policy if you have one or more employees working for your nonprofit (and the fees for skipping it are extremely pricey). You can learn more about this requirement with the Illinois Workers’ Compensation Commission.

Top Resources for Illinois Nonprofits

Nonprofit work isn’t always easy, but you never have to go it alone! There are dozens, if not hundreds of nonprofit resources available to Illinois organizations.

On the national level, there’s the National Council of Nonprofits. They exist to advocate for and strengthen nonprofits throughout the country by providing nearly comprehensive resources, teaming up with each state’s nonprofit network, and keeping you aware of the trends in policy and public opinion. It’s also a great place to peruse the latest reports and data about charitable giving and advocacy in the U.S.

On the state level, you can always turn to Forefront. In their own words, Forefront “is building a vibrant social impact sector for all the people in Illinois through four key strategies: Attracting Investment to the Sector, Developing Top Talent, Improving Systems and Policies, and Promoting Collective Action and Strategic Partnerships.” Forefront does require membership, but joining grants you several advantages, including discounts, networks, advocacy programs, and more, so joining will be worth your while.