I personally goofed recently when looking into the incorporation status of a prospective client, as the Secretary of State has changed the way they post information about incorporation status on their website. Now that I’ve straightened this out, I thought I’d share this primer on incorporating and keeping your incorporation In Good Standing.
In order to protect individual owners from liability for the association's business activity, it's important for condominium associations to incorporate with the Illinois Secretary of State. The fees to incorporate your association as a Not-For-Profit entity and to maintain your incorporation in good standing are minimal and worthwhile.
Once incorporated, your association must file an IL Annual Report each year in order to maintain the incorporation and avoid involuntary dissolution. Your IL Annual Report will be due on the 1st day of the month of your incorporation anniversary. If you filed your incorporation on August 12th, 2009, for example, you IL Annual Report will be due by August 1, 2010. IL Annual Reports are mailed to the Registered Agent listed on the incorporation. It is important, therefore, to keep your Registered Agent up to date so that the IL Annual Report will be received by the current Agent and filed in a timely manner. You can find out if your association is in good standing, the Registered Agent on record, and the date your IL Annual Report was filed through the Corporate/LLC Certificate of Good Standing search page.
The Secretary of State has recently changed the way that information is posted on this search page. The search page used to show "In Good Standing" in the Status section, which made it easy to determine if the association was current in filing their IL Annual Report. The site now indicates Active, Dissolved or Not in Good Standing in the status section.
If the status is Active, the Annual Report Filing Date and For Year fields will indicate when the report was last filed. Active is also an indication that the corporation is In Good Standing. A Certificate of Good Standing can be purchased on the site if needed (such as when establishing a new bank account).
If the status is Not in Good Standing, the Annual Report Filing Date will show 00/00/00 which indicates that the IL Annual Report has not been filed for the year indicated. The Secretary of State will mail a Notice of Delinquency to the Registered Agent on record. Failing to remedy the delinquency within 90 days of the notice will result in involuntary dissolution of the corporation.
Please note that the Annual Report Filing Date will also show 00/00/00 if the association was incorporated in the current year and has not yet had its first anniversary.
If the status is Dissolved and the association has been involuntarily dissolved for failure to file the IL Annual Report on time, an Application for Reinstatement can be filed, along with all IL Annual Reports for delinquent years and the necessary fees, in order to restore the association's incorporation.