home   |   Coverage   |   Startups   |   Links   |   Classifieds   |   contact us   |   Member content

Handling Your Corporation

Getting Incorporated and Staying Incorporated

Most businesses are setup under a corporate name for a number of reasons, but two of the biggest are the tax breaks and the protection that setting up a corporation affords you and your personal assets.  However, once you've set up the corporate shell, and all your licenses and insurance are written in that name, serious issues could arise if you let your corporation lapse.

By incorporating, you're creating another legal entity to be responsible for your operation, deflecting any personal liability from yourself to this new creation.   However, if, for example, your corporation falls from good standing and you have a claim, then the legal entity that your policies are written in the name of no longer exists.  Therefore your coverage is no longer valid either, since there is no insurable interest.

To keep from getting too confusing here, this page will only cover setting up a standard, for-profit corporation as these are the most commonly used entities.  Each state has different applications, forms and fees for Non-Profit Corps and Limited Liability Companies.  If you're believe that one of the latter two options is best for you and your organization, all that information is available on each state's Secretary of State website linked to below.

NOTE: The instructions detailed on this page should only be used as a guideline, and are provided for informational purposes only.  We do not guarantee that each and every step is the current procedure for each state listed.  You should seek out competent legal counsel to assist you in setting up and maintaining your corporation.

Select your State:

• Illinois
• Indiana
• Missouri

ILLINOIS   

Go to the Secretary of State's website, http://www.cyberdriveillinois.com/

1. Click the 'Services' button at the top of the page, and on the following page click on 'Services for Businesses'
2. Click the link 'Corporate/LLC Information Search'
3. Scroll toward the bottom of the page and read the section on the following page about Corporate or LLC Name Availability.
4. Scroll back to the top of the same page and click the link to search the database for the name you'd like to use.
5. Click the 'Publications' link toward the top of the page. 
6. Under the Business heading, click on "Domestic and Foreign Corporations.' 
7. You should be directed to a page listing all the applicable forms (Here's a link directly to the page if you're having trouble finding it).  To set up a for-profit corporation, you will most likely be using form BCA-2.10 (Articles of Incorporation).
8. Click the link to form BCA-2.10.  This will open the form, which is an editable PDF file.  You can type your information right into the form or print it out and write in your info by hand.

Once completed, prepare the filing fee.  Notice on the app that only certain forms of payment are accepted (cashier's check, certified check, money order or an IL attorney or CPA's check made payable to Secretary of State).  The minimum due will be no less than $175, depending on some of your responses on the form.

You can check the status of your corporation online at any time.  Illinois maintains a real-time database, so it's always up-to-date.

1. Go to the Secretary of State's website, http://www.cyberdriveillinois.com/
2. Click the 'Services' button at the top of the page, and on the following page click on 'Services for Businesses'
3. Click the link 'Corporate/LLC Information Search'
4. Click the link to search the database for your corp or LLC. Click on the corp name to open up the file detail.  Upon finding it, the 'Status' field should say 'GOOD STANDING'.
5. If your corp or LLC says anything else, such as 'NOT IN GOOD STANDING,' 'DISSOLVED,' or 'INVOLUNTARY DISSOLUTION' jump to the next section on handling problems.

RENEWING:  You will be mailed an Annual Filing Report every year approximately 60 days prior to expiration.  This report is easy to complete - just update your officers and address as necessary, re-verify a few questions and send it back with the renewal fee.  At last check, the cost of renewing an Illinois corporation was $100. 

If your corporation is 'NOT IN GOOD STANDING'

What it means:  That the renewal filings and/or fee were not filed by the due date listed on them.  The state will give you a period of time after the due date to file your Annual Report and get back in compliance.

How to resolve:  You must file Annual Reports for the years that were not filed, plus the filing fees of any years in which you failed to file the annual report.  You may need to also file an Application for Reinstatement (BCA 12.45) in duplicate and submit it to the Secretary of State. There is a $200 reinstatement fee if this is required.  If you have questions regarding the cost of reinstatement, please call (217) 785-5782 or look for more info on the Secretary of State's website. 

If your corporation is 'DISSOLVED'

What it means:  That you or one of the other officers has filed a request to dissolve your corporation. 

How to resolve:  A Dissolved can be reinstated if the assets of the corporation have not yet been disbanded.  You must file an Articles of Revocation of Dissolution (BCA 12.25) with a $5 filing fee.  The Secretary of State must then must approve your request.  You will also need to submit any Annual filings and filing fees missed during the dissolved period, and pay any penalty fees.  For more info you can call (217) 785-5782 or look for more info on the Secretary of State's website.

If your corporation is 'INVOLUNTARILY DISSOLVED'

What it means:  That the state has dissolved your corporation.  This could be for any number of reasons.

How to resolve:  You should contact the Secretary of State's office at (217) 785-5782.  You may be able to get it reinstated using the Application of Reinstatement form linked to above.

INDIANA   

Go to the Secretary of State's website, http://www.in.gov/sos/

1. Mouse-over the 'INbiz' button, and click on the 'Corporations' link in the sub-menu.
2. To see if the name you want to use is available, click the 'Corporations Online' link, then, at the following page, click the link 'Check Name Availability.'
3. Go back to the Business Services Division page and click on the 'Starting a Business' link.  The Indiana Secretary of State has put together a handy little guide on how to get your business started.  You can click on the drop-down box to find different information.
4. Click the drop-down box and select 'Requesting Forms.'  There is a link a page to download the Articles of Incorporation form you need.  (If you cannot find it, here's the direct link.)
5. On the Forms page, click the first link for 'Corporations.'
6. You are now at a page with a variety of forms for all different types of corporations.  Under the 'For-Profit (Domestic)' heading, select the first form availalbe, 'Articles of Incorporation 4159.'
7. Complete the application, make one copy, prepare the $90 filing fee (made payable to 'Secretary of State') and mail all three items to: Todd Rokita, Secretary of State, Corporations Division, 302 W. Washington St, Rm. E018, Indianapolis, IN 46204.

If you cannot find the answers to any questions you may have on their website, you can contact the Corporations Division at 317-232-6576.

You can check the status of your corporation online at any time.  Indiana maintains a real-time database, so it's always up-to-date.

Go to the Secretary of State's website, http://www.in.gov/sos/

Mouse-over the 'INbiz' button, and click on the 'Corporations' link in the sub-menu.

Click the second link, 'Corporations Online.'

Click on the link 'Business Entity Name Search.'  Here you can search for your corporation.  Enter a part of your corporate name into the search field and click the submit button.

Find your corporation among the returned results, and click on the name.  This opens up your online file where you can check your status.  Your status should say 'Active', if it says anything else, scroll down to the next section.

RENEWAL:  After a business entity has been formed or been granted authority to do business in the state of Indiana, it has an ongoing responsibility to file regular business entity reports.  These reports must be filed every two year by for-profit businesses.  The filings are due during the anniversary month of the organization's formation.  About 30 days prior to the due date of your organization's business entity report, you will receive a letter as your official filing notice.  The Biennial Report filing fee is $30.00 through mail or in person.

If your corporation is 'Administratively Dissolved'

What it means:  That the renewal filings and/or fee were not filed in a timely manner so the state dissolved your corporation.  It can still be reinstated, because there may be unsettled debt or assets before the corp can be fully broken up and the name reused.

How to resolve:  The state has put together a Reinstatement Packet with detailed instructions on how to get back in good standing.

If your corporation is 'Revoked'

What it means:  That your corporation is not active; it could be for a variety of reasons.  The corporate name is available to anyone else to use

How to resolve:  Contact the Corporations Division at 317-232-6576.

MISSOURI   

Go to the Secretary of State's website, http://www.sos.mo.gov/

1. Mouse-over the 'Business' button, then click on the Corporations button.  This directs you to the Corporations Division webpage.
2. Click on the 'Starting a Business' button.  This will direct you to a webpage with all the information you should need to set up your corporation.
3. To check if the name you wish to use is available, click on 'Search for Business' in the menu on the left side of the screen. 
4. If you're having trouble finding it, here is a startup checklist of the steps and processes you'll need to take.  It also contains the Articles of Incorporation application you'll need to complete.  The minimum filing fee is $58, although it could be more depending on the shares of the corporation.
5. Make you payment payable to
6. Mail the Articles of Incorporation and the filing fee to: Secretary of State, Corporations Division, PO Box 778, Jefferson City, MO 65102.

If you need help that you cannot find on their website, the contact number for the Corporations Division is 866-223-6535.

You can check the status of your corporation online at any time.  Missouri maintains a real-time database, so it's always up-to-date.

1. Go to the Secretary of State's website, http://www.sos.mo.gov/
2. Mouse-over the 'Business' button at the top of the screen, select 'Corporations,' then from that sub-menu select 'Search for a Business.' 
3. Search for your corporation's name.  A list of similar corps are displayed.  The status of each is listed beside it.
4. Your corporation should say either 'Active' or 'Good Standing.'  If yours does not say this it is likely there is a problem.  See the section below for more info.

RENEWING:  All corporations doing business in Missouri must file an annual registration report. This one page report contains a minimal amount of information, but failure to file the report will result in administrative dissolution of a domestic corporation's charter or revocation of a foreign corporation’s certificate of authority.

For corporations incorporated or qualified on or after July 1, 2003, the annual report is due at the end of the month that the corporation incorporated or qualified. For corporations existing prior to July 1, 2003, the annual report will be due at the end of the month indicated on their last annual report. Missouri statutes do not allow a corporation to change the month that the annual report is due. The corporation or authorized party must use the form provided by the Secretary of State or they may file the annual report online. It is the registered agent's responsibility to forward all appropriate correspondence to the proper person within the corporation. Failure on the part of the registered agent to forward the forms does not excuse the corporation from filing. Late reports are subject to an additional fee of $15 for each 30-day period. Please do not send cash with the report; instead, send a check or money order. You may also file online with a credit card.

You will be mailed your Annual Report about sixty days before it is due.  You can also file online.

TO FILE YOUR ANNUAL REPORT ONLINE:  Search for your corporation as described in steps 1-3 above.  When you find your corp, click on the name, which is a link to more detail.  It is here that you should see a link offering you the chance to file your annual report online.

Filing online is a fairly simple process involving verifying your current information.  If you need to update the information you are able to do that in the various steps.  You will need to submit your filing fee via credit card at the end of the process.

If your corporation is 'NOT IN GOOD STANDING'

What it means:  That the renewal filings and/or fee were not filed

How to resolve:  You need to file

If your corporation is 'Admin Dissolved'

What it means:  Administrative dissolution of a corporation by the Secretary of State may occur for the following reasons: failure to file an annual report; failure to pay franchise taxes; failure to maintain a registered agent and/or office; or for fraud upon the state. However, as with a voluntary dissolution, administrative dissolution does not mean the corporation has ceased its existence. See Section 351.486.3 RSMo. Administrative dissolution does not terminate the authority of the corporation’s registered agent.

Before an administrative dissolution occurs, the Secretary of State must provide written notice by mail that the corporation is to be dissolved. The corporation then has 60 days in which to correct or explain the situation. If it does not, the corporation may be administratively dissolved. For more information, see Sections 351.484 and 351.486 RSMo.

How to resolve:  A domestic corporation must obtain and/or present the following documents to the Secretary of State in order to reinstate:

1) a Certificate of Tax Clearance from the Missouri Department of Revenue (or evidence that a tax payback plan has been arranged with the Department of Revenue);

2) any other documentation required to cure the dissolution (for example, all past due annual reports must be included if the corporation was dissolved for a failure to file annual reports) and appropriate fee(s);

3) a basic reinstatement fee in the amount of $55;

4) an originally executed application for rescission of dissolution (forms available from Secretary of State). The application for rescission required for reinstatement must recite that the corporation has caused the correction of the condition or conditions giving rise to the administrative dissolution.

PLEASE NOTE: A Certificate of Tax Clearance maybe obtained from the Department of Revenue. A Certificate of Tax Clearance is only valid for 60 days from the date of issuance.

If your corporation is 'Forfeited'

What it means:  It could mean a number of things.

How to resolve:  Contact the Missouri Secretary of State Corporations Division at 866-223-6535.

2-2007

      home   |   Coverage   |   Startups   |   Links   |   Classifieds   |   contact us   |   Member content

NOTE: YOU MAY NOT BIND NOR ALTER COVERAGE WITHOUT SPEAKING TO AN AUTHORIZED COMPANY REPRESENTATIVE.

All Content Property of Maverick Insurance Services, Inc.