How to Complete and File Form BCA 10.30: Illinois Articles of Amendment

Illinois Form BCA 10.30 is the Articles of Amendment filing that a corporation submits to the Secretary of State to change its articles of incorporation. You mail two signed copies of the completed form to the Department of Business Services in Springfield with a $50 check. Before you file, though, the amendment has to be properly adopted inside the corporation, and the internal steps depend on what you’re changing.

What the Form Is For

Under the Illinois Business Corporation Act, a corporation can amend its articles at any time to add, change, or remove a provision, as long as what remains would be permissible in original articles of incorporation.¹ Typical reasons to file BCA 10.30:

Changing the corporate name
Changing the number or classes of authorized shares
Changing the stated corporate purpose
Modifying par values of existing share classes
Adding or removing provisions on director or shareholder rights

A corporation whose duration has expired can also use the form to revive its articles and extend its duration, provided it files within five years of expiration.¹

Get the Amendment Approved Internally First

The form itself is short. The work happens before you pick it up. Illinois law separates amendments the board of directors can adopt on its own from those that require a shareholder vote, and filing on an amendment adopted through the wrong process is the most common mistake.

Board-Only Amendments

A majority of the full board can adopt certain limited amendments without shareholder involvement under 805 ILCS 5/10.15:²

Removing the names and addresses of initial directors from the articles
Changing the par value of any share class, or creating or eliminating par value, if no class or series is adversely affected
Splitting all issued and authorized-but-unissued shares of any class by a whole number, again if no class is adversely affected
Minor name changes such as substituting “Corporation” for “Inc.” or adding a geographic term
Restating the articles as currently amended

Amendments Requiring a Shareholder Vote

Everything substantive — a real name change, a new share class, a change in corporate purpose — needs shareholder approval. The board first adopts a resolution setting out the proposed amendment, then submits it to shareholders. The default threshold is two-thirds of all shares entitled to vote on the amendment.³ The articles of incorporation can specify a different threshold, but not lower than a simple majority.

Shareholders can approve by written consent instead of at a meeting, as long as the consent is signed by holders of at least the minimum number of votes that would have been needed at a meeting.⁴

If the amendment affects a particular class of shares — for example, by changing the authorized shares of that class, reclassifying them, altering their rights, or limiting their preemptive or voting rights — the holders of that class get a separate class vote in addition to the general vote, with the two-thirds threshold applied to each class separately.²

Keep the meeting minutes or the written consent. You’ll need the vote figures for the form, and the document itself belongs in the corporate minute book.

Completing the Form

Download the current version of Form BCA 10.30 from the Illinois Secretary of State’s website. It runs four pages, with instructions on the last page. The numbered items work through as follows.

Item 1: Corporate Name

Enter the corporation’s exact legal name as it appears in the Secretary of State’s records before the amendment takes effect, matching the punctuation, spacing, and suffix precisely.⁵ A mismatch here is enough to get the filing rejected. If you’re unsure, run the corporation through the Secretary of State’s business database before you write anything down.

Item 2: Manner of Adoption and Date

Enter the date the amendment was adopted and check the box that matches how it was approved:⁵

By incorporators (Section 10.10), used only before shares have been issued and before directors have been named or elected
By directors without shareholder action (Section 10.15), for the limited board-only amendments above
By shareholders at a meeting (Section 10.20), the usual path for substantive changes
By shareholder written consent (Section 10.20)

If shareholders voted at a meeting, fill in the number of shares outstanding, the number of votes entitled to be cast, the votes cast in favor, and the votes cast against. Report each class separately when class voting applied.

Item 3: Text of Amendment

Write out the full text of each amendment. The form has sub-sections for common changes:

Item 3a, name change: state the new corporate name in full. A new name must be distinguishable from every other corporation, LLC, and limited partnership on file with the Secretary of State. Names that differ only by a suffix like “Corp.” versus “Inc.” or by articles and conjunctions are not distinguishable.⁵⁶
Item 3b, share structure: specify the new number, classes, and par values of authorized shares.
Item 3c, other amendments: write the amended article text exactly as it should read in the corporation’s records going forward.

Be precise. The Secretary of State files what you write verbatim and does not clean up vague language.

Item 4: Exchange or Reclassification of Shares

If the amendment exchanges, reclassifies, or cancels issued shares, or reduces authorized shares below the number already issued, describe how the change will be carried out. Otherwise write “No change.”⁴

Item 5: Paid-In Capital

If the amendment changes the corporation’s paid-in capital, describe how and state the new dollar amount. Paid-in capital equals the total of what used to be called stated capital and paid-in surplus. If there’s no change, write “No change.”⁵

Item 6: Signature

A duly authorized officer signs, affirming under penalties of perjury that the information is true and correct, and prints their name and title below the signature.⁵ That’s typically the president, vice president, or secretary, or any other officer the board has authorized to sign.

Two exceptions. If the amendment was adopted by incorporators before shares were issued and before directors were named, the incorporators sign. If directors authorized the amendment under Section 10.10 and the corporation has no officers yet, a majority of the directors sign.⁵

Filing and Fees

Submit the signed form in duplicate — two complete copies — to:

Secretary of State
Department of Business Services
501 S. Second St., Rm. 350
Springfield, IL 62756⁵

The filing fee is $50, payable by check or money order made out to the Secretary of State.⁵ The state keeps one copy and returns the other to you as your filed record. Use a mail service with tracking; without proof of delivery, a lost envelope means starting over.

Expedited service is available for an additional $100 on top of the $50 filing fee, for a total of $150.⁷ If timing matters — say, you need the name change on record before a closing — the extra cost is usually worth it. Standard processing times vary with the office’s workload.

The Secretary of State’s website references an online portal for certain corporate and LLC filings, but the BCA 10.30 form itself specifies mail submission and payment by check or money order. Check the current Business Services page before assuming this form can be filed electronically.

After the Filing

Once the Secretary of State processes the amendment, you receive one duplicate back with a filing stamp. That stamped copy is the official proof that the amendment is on record. Keep it in the corporate minute book alongside the bylaws, original articles, and the meeting minutes or written consent that authorized the change.

Illinois law also requires that certain corporate documents filed with the Secretary of State be recorded with the Recorder of Deeds in the county where the corporation’s registered office sits. Recording fees vary by county, so call the recorder’s office to confirm the amount and any local formatting requirements.

If the amendment changed the corporation’s name, notify the IRS on the corporation’s next federal tax return (Form 1120 or 1120-S) by checking the name-change box. You do not need a new Employer Identification Number for a name change alone; the IRS requires a new EIN only when the amendment also changes the corporation’s structure, such as converting to a partnership or merging into a new entity.⁸

A state-level amendment does not automatically update every other place the corporation is registered. Plan to update records with the Illinois Department of Revenue, your bank, any states where the corporation holds a certificate of authority as a foreign corporation, and any professional licensing boards. Handling these promptly after the filed copy arrives keeps contracts, invoices, and tax filings from referencing the old name or structure.

1
FindLaw. Illinois Code 805 ILCS 5/10.05
2
Justia. Illinois Code 805 ILCS 5 Article 10 – Amendments
3
FindLaw. Illinois Code 805 ILCS 5/10.20
4
FindLaw. Illinois Code 805 ILCS 5/10.30
5
Illinois Secretary of State. Form BCA 10.30 Illinois Articles of Amendment
6
FindLaw. Illinois Code 805 ILCS 5/4.05
7
Illinois Secretary of State. Expedited Service
8
Internal Revenue Service. When To Get a New EIN