Am I in serious trouble for waiting6 months to register my corporation with the Secretary of State?

UPDATED: Feb 1, 2011

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Am I in serious trouble for waiting6 months to register my corporation with the Secretary of State?

I am an IL resident and set up a DE LLC. I started accepting compensation back in 08/10 up until now. I just found out that I need to register my corporation with the IL Secretary of State. One question that shows up on their form is have I been transacting business and if so, when did I start. Is there some huge penalty I will have to pay for not registering my corp sooner? I haven’t made anything over $6,000 since August. Am I in big trouble?

Asked on February 1, 2011 under Business Law, Illinois


MD, Member, California Bar / FreeAdvice Contributing Attorney

Answered 12 years ago | Contributor

Usually no it is not a big trouble issue in most states.  They ask to determine if you need to be subject to possible business tax contributions.  You do need to be registered as a foreign corporation in any state from which you conduct or accept business.  This concerns the commerce clause mostly. Call the Illinois Secretary of State, explain what happened and see what you can do to sort it out.  You may need to file taxes in Illinois so be sure to check with your accountant.  Every state is different in terms of the extent of its enforcement authority and its ability to file direct enforcement actions against entities.  It doesn't appear your actions were deliberate or malicious, but you will need to make it right and be honest before it does impact your registration in other states.

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