Introduction to Illinois Corporations
An Illinois corporation is a separate legal entity from its owners, similar to an Illinois limited liability company. It can sue or be sued and can hold title to real property in its own name. The owners of a corporation are called “shareholders.” The corporate form results in the owners having limited liability and provides for centralized management, freely transferable interests, and continuity of existence. The liability of the shareholders is limited in that, usually, only the assets contributed to the corporation are at risk for the corporation’s obligations. The limited liability may be lost in certain instances, such as inadequate capitalization of the corporation or the failure to maintain appropriate formalities in the operation of the corporation. It may also be lost if the corporation’s activities are not maintained as separate and distinct from other activities of the owners. For example, the commingling of corporation funds in an account in which other business owners deposit funds might result in the elimination of limited liability.
A corporation has greater flexibility in the types of investment vehicles it can offer and therefore has greater opportunity to attract investors. The relative ease with which corporate ownership interests can be transferred, unless restricted, when compared to partnership interests, further enhances the desirability of the corporate form if the need to attract investors is a factor in selecting the business form.
Bylaws will constitute an additional documentation burden if the corporate form is selected. However, they also serve to provide a method for the resolution of disputes with regard to certain issues that may arise between and among shareholders and/or directors and a means by which shareholders may obtain a voice in the day-to-day operation of the corporation without becoming personally liable for its debts.
Shareholder agreements and buy-sell agreements are also common in the context of closely held corporations, and additional expenses will result if such documents are desired. The corporation is clearly the most complex type of business entity and therefore necessarily results in the incurrence of additional administrative expenses. Furthermore, additional expense may be incurred simply because the shareholders wish to take advantage of the flexibility available in the corporate form by electing to put into effect a more complex capitalization structure, incentive compensation plans, and buy-sell agreements.