Articles of Incorporation
(IL Corporation)

Summary

This is a template for articles of incorporation (IL) that may be adopted by an Illinois corporation as its charter document and filed with the Illinois Secretary of State Department of Business Services. This template includes practical guidance, drafting notes, and an alternate clause. This template contains the information required by the Illinois Business Corporation Act (BCA) for articles of incorporation. 805 ILCS 5/2.10. This template also includes certain provisions that, if a corporation chooses such provisions to govern its affairs, must be included in its charter under the BCA. Section 2.10(b) of the BCA provides that a corporation's articles of incorporation may include provisions not inconsistent with law with respect to (i) managing the business and regulating the affairs of the corporation, (ii) defining, limiting, and regulating the rights, powers and duties of the corporation, its officers, directors and shareholders, (iii) authorizing and limiting the preemptive right of a shareholder to acquire shares, (iv) an estimate of the value of the property to be owned by the corporation for the following year, or (v) superseding any provision of the BCA that requires for approval of corporate action a two-thirds vote of the shareholders by specifying any smaller or larger vote requirement not less than a simple majority. While a corporation may file the articles of incorporation electronically, through the electronic filing system, the corporation may designate only one class of common stock for its authorized capital. See the Secretary of State Department of Business Services website. For further information on how to incorporate a corporation in Illinois, see Formation and Qualification (IL Corporation).