Business · Chicago and the southwest suburbs
Business Attorney and CPA for Chicago-Area Small Businesses
A business attorney and CPA in one office for Chicago-area small businesses: Khatib Law LLC helps owners in Chicago and the southwest suburbs form, run, buy, sell and hand down their companies, with the legal document and its tax result worked out together.
At a glance
- Attorney
- Hani H. Khatib, Attorney at Law · CPA · LL.M. (Taxation)
- Office
- 6600 W College Dr, Ste 207, Palos Heights, IL 60463
- Hours
- Monday to Friday, 9:00 a.m. to 5:00 p.m.
- Telephone
- (708) 722-2222
- info@khatiblaw.com
- Accreditation
- BBB Accredited since April 2022 · A+
Start here
Is this you?
You are starting a company and want to know whether an LLC, an S corporation or a C corporation fits before you file anything with the Secretary of State.
You formed an LLC online two years ago, never signed an operating agreement, and a partner now wants out.
Your accountant says your profit is high enough that an S-corp election would cut self-employment tax, and you want someone to check the math and file it correctly.
You have a letter of intent to buy or sell a business, the other side wants an asset deal, and you are not sure what that means for your taxes.
You own the business with a sibling or a spouse and nothing is written down about what happens if one of you dies, divorces or wants to leave.
Business services
What we handle
Each service has its own page with the Illinois rules, the steps, and the questions people ask most.
Formation
Do I need a lawyer to form an LLC in Illinois?
A business formation lawyer who is also a CPA: filing the articles takes twenty minutes, but deciding what to file, how the profit will be taxed and what the owners have agreed to is the part that lasts. Khatib Law LLC does both, from one office in Palos Heights.
- What does an attorney do that an online filing service does not?
- LLC or corporation in Illinois — which should I choose?
- What does it cost to form an LLC in Illinois?
S-corp election
What is an S-corp election and who should make it?
An S-corp election can cut an owner's self-employment tax, or it can add payroll, a second return and Illinois replacement tax for no net saving. The difference is arithmetic, and the deadline is short. Khatib Law LLC runs the numbers and files the form.
- When is the S-corp election deadline?
- How does an LLC get taxed as an S corp?
- What is reasonable compensation for an S-corp owner?
Buying or selling a business
Asset purchase or stock purchase — which is better?
A business acquisition lawyer who is also a CPA: the price is the number everyone negotiates, but the structure, the allocation and the Illinois tax notices decide what each side keeps. Khatib Law LLC handles the legal and the tax side of a small-business sale from the letter of intent to the closing table.
- What is in a business purchase agreement?
- What due diligence should a buyer do?
- Is a letter of intent binding?
Entity selection
LLC or S corp — which is better for a small business?
Business entity selection is two decisions wearing one name: what shields you from the business's liabilities, and how its profit is taxed. This page separates them, puts the Illinois figures beside the federal ones, and shows where each form fits.
- What is the difference between an LLC and an S corporation?
- When should a sole proprietor switch to an LLC?
- When does a C corporation make sense?
Business succession
What happens to my business when I retire?
Business succession planning decides who owns the business, who runs it, and how the transfer is taxed when you retire, become disabled or die. Khatib Law LLC drafts the plan so the business, the estate plan and the tax return all say the same thing.
- What is a buy-sell agreement?
- How do I pass the business to my children with the least tax?
- When should a family business start succession planning?
Corporate records
When is the Illinois LLC annual report due and what does it cost?
A corporate compliance attorney keeps the liability shield you paid for at formation: the annual report filed on time, the minutes signed, the accounts kept separate. This page lists what Illinois actually requires of LLCs and corporations and what happens when it is missed.
- What happens if I miss the annual report?
- Do I need corporate minutes every year?
- What records must an Illinois corporation or LLC keep?
How to get an LLC in Illinois
How much does it cost to start an LLC in Illinois?
To start an LLC in Illinois you choose a name that ends in LLC, appoint an Illinois registered agent, file Articles of Organization (Form LLC-5.5) with the Secretary of State for $150, get a free EIN, sign an operating agreement, settle the tax treatment and register with the Illinois Department of Revenue.
- How long does it take to form an LLC in Illinois?
- Is an operating agreement required in Illinois?
- Can I be my own registered agent in Illinois?
The work
What does a business attorney in Chicago do for a small business?
A business attorney forms the entity and writes the agreement among its owners, reviews the contracts the company signs, keeps the annual filings and records in order, structures a purchase or sale, and plans the owner's exit. At Khatib Law LLC the same attorney also reads the tax return, so the tax result of each document is settled while it is drafted.
At Khatib Law LLC that work is done by Hani H. Khatib, Attorney at Law · CPA · LL.M. (Taxation), from the firm's office in Palos Heights. Most of what goes wrong for small companies in Cook County is not dramatic: an LLC formed without an operating agreement, so the Illinois Limited Liability Company Act's default rules decide who can bind the company and how profits split; a corporation that skips its annual report and is administratively dissolved without the owner noticing; a buyer who signs an asset purchase agreement with no price allocation and learns at tax time that the seller reported the sale differently. Each is cheaper to prevent than to repair, and each has a tax dimension that is easier to see when the person drafting the document also reads the return.
The documents below are the ones most small businesses in the southwest suburbs end up needing. Each row links to the page that covers it; if you want the filing procedure itself — name check, registered agent, Form LLC-5.5, fees, annual report — start with the step-by-step guide to starting an LLC in Illinois.
| Document | What it does | Who files or signs it | When |
|---|---|---|---|
| Articles of Organization (Form LLC-5.5) | Creates the LLC; the company exists when the Secretary of State files them. A corporation files Articles of Incorporation (Form BCA 2.10) instead. | The organizer, with the Illinois Secretary of State, for $150. See the LLC guide. | At formation. |
| Operating agreement, bylaws or shareholder agreement | Says how profits split, who can bind the company, how an owner leaves, and what happens on death, disability or divorce. Without one the statute's defaults apply. | Every owner. See the business formation page. | At formation, and amended whenever an owner joins or leaves. |
| Form 2553, the S-corp election | Elects S-corporation tax treatment: payroll tax on the owner's salary only, a separate return, and the 1.5 percent Illinois replacement tax. | An authorized officer or manager, with every owner's consent, filed with the IRS. See the S-corp election page. | Within two months and 15 days of the start of the tax year it is to cover. |
| MyTax Illinois registration (Form REG-1) | Registers the company with the Illinois Department of Revenue for sales tax and withholding; the IDES employer registration can be done in the same session. | The company, online. | Before the first sale or the first hire. |
| Annual report (Form LLC-50.1 or BCA 14.05) | Keeps the entity in good standing and updates the registered agent and the managers, members or officers. | The company, with the Secretary of State, for $75 plus a corporation's franchise tax. See the corporate records page. | Within the 60 days before the first day of the anniversary month, every year. |
| Minutes and written consents | Document the decisions a court, a lender or the IRS will ask about: officers, the owner's salary, distributions, loans, major contracts. | The owners or directors. See the corporate records page. | Each year, and at each major decision. |
| Buy-sell agreement | Fixes who buys an owner's interest, at what price and with what funding, when an owner dies, becomes disabled, divorces or wants out. | The owners, often as part of the operating agreement. See the business succession planning page. | As soon as the business is worth protecting. |
| Purchase agreement and IRS Form 8594 | Transfers the business or its assets; the allocation of the price decides each side's tax. Form CBS-1 to the Illinois Department of Revenue protects a buyer from the seller's unpaid state taxes. | Buyer and seller; Form 8594 is filed by both with their returns. See the buying or selling a business page. | At a sale; the CBS-1 notice at least 10 business days before closing. |
Not every business needs every row. A single-owner LLC with no employees may need the first two and the annual report; a company with partners, a building or a sale in view needs most of them. Day to day, the firm also reviews and drafts the contracts a small company lives on — vendor and customer agreements, commercial leases, independent-contractor agreements, non-disclosure agreements and restrictive covenants. Illinois limits non-compete and non-solicitation covenants for employees under the Illinois Freedom to Work Act (820 ILCS 90), with earnings thresholds and a required notice period, so a covenant that was enforceable several years ago may not be today. If your company owns its building, a Cook County reassessment can change the occupancy cost materially; appeals are handled through the firm's sister company, Cook County Tax Appeals LLC — see the property tax appeal page.
A common question
Do I need an LLC or an S corp?
Usually both: form an Illinois LLC for its liability shield and light formalities, then elect S-corporation tax treatment on Form 2553 only when the profit above a reasonable owner salary is large enough to justify payroll, a separate return and the 1.5 percent Illinois replacement tax. Modest profit, rental real estate or ineligible owners point to keeping the LLC's default tax treatment.
The question compares an entity with a tax status, which is why it confuses people. The entity question is what protects you from liability and how the owners govern the company; the tax question is how the profit is taxed, and an Illinois LLC can be taxed as a sole proprietorship, a partnership, an S corporation or a C corporation. The entity selection page compares all five forms with the Illinois figures, and the S-corp election page has the deadline, the reasonable-compensation rule and an illustrative break-even. The eight questions below are how we decide between the two most common answers.
| Question | LLC, default tax | With an S election |
|---|---|---|
| Does it protect you from the business's debts? | Yes. A member is not liable solely by reason of being a member (805 ILCS 180/10-10). | Yes. The election changes the tax return, not the liability shield. |
| Is it a kind of Illinois entity? | Yes. Formed by filing Articles of Organization with the Secretary of State. | No. A federal tax status that an LLC or a corporation elects on Form 2553. |
| Does the owner's whole profit carry self-employment or payroll tax? | Yes. 15.3 percent up to the Social Security wage base and 2.9 percent above it. | No. Payroll tax on a reasonable salary only; distributions above it carry no Social Security or Medicare tax. |
| Does it pay Illinois tax at the entity level? | No for one owner. Yes for two or more: the 1.5 percent replacement tax on net income. | Yes. The 1.5 percent replacement tax on net income, plus 4.95 percent on each owner's share. |
| Does it require payroll and a separate return? | No. Schedule C for one owner, Form 1065 for two or more. | Yes. Owner salary through payroll, Form 1120-S and Illinois Form IL-1120-ST. |
| Can anyone own it? | Yes. | No. Up to 100 owners who are individuals, estates, certain trusts or exempt organizations; no entity or non-resident alien owners; one class of stock. |
| Is there a deadline to choose it? | No. The default applies on formation. | Yes. Form 2553 within two months and 15 days of the start of the tax year, or the election waits a year. |
| Can you undo it later? | Yes, by filing an election. | Yes, by revocation, but generally no re-election for five years without IRS consent. |
Two corrections we make often. An S corporation is not a kind of Illinois entity; it is a federal tax status, and an Illinois LLC can hold it without changing anything the Secretary of State has on file. And a multi-member LLC taxed as a partnership does pay Illinois tax at the entity level — the 1.5 percent replacement tax — even though its federal income passes through to the owners.
The difference
Why an attorney who is also a CPA
Privilege
Advice an accountant gives about your taxes is not protected the way advice from your lawyer is (a CPA's own privilege under IRC §7525 is limited to non-criminal federal tax matters). When the tax analysis is part of the legal engagement with an attorney who is also a CPA, it sits inside the attorney-client relationship. Privilege covers what you tell the firm to get legal advice and the advice you get back. It does not cover preparing a tax return or keeping books — even when a lawyer does them — and it does not cover the forms and documents actually filed with the IRS, the Illinois Department of Revenue or the Secretary of State.
One engagement, one analysis
The purchase agreement and its price allocation, the operating agreement and the tax election — each is designed as one piece of work rather than handed between two offices. Whether to elect S-corp status depends on the owner's salary, the profit, the Illinois replacement tax and payroll costs; how to split the price in a business sale depends on depreciation recapture for the seller and the write-off schedule for the buyer. The attorney-CPA page explains the arrangement; for tax disputes and planning see the tax attorney and business tax attorney pages.
Representation that can reach a hearing room
When a disagreement with a taxing authority or a counterparty cannot be settled by letter, an attorney can carry it further.
Process
How does the process work?
Four steps from the first call to a signed document or a completed filing. A formation or a contract review usually moves through them in two to four weeks; a purchase or sale runs on the deal's timetable, often two to three months. The pace is set by how quickly the owners decide and return drafts, and we say at the first meeting which kind of matter you have.
The same four steps apply whether the matter is a formation, a contract, a purchase or a succession plan; what changes is how long the third and fourth take.
Call or send the form
Day one · a few minutes · phone or form
Tell us what you are trying to do — form, fix, buy, sell or hand down — and where things stand today, including any date you are working against.
Conflicts check and consultation
Week one · about an hour · in person or by phone
We confirm there is no conflict with another client, then meet by phone or at the Palos Heights office to go through the facts and the documents you already have.
Written engagement and plan
Usually within a week of the meeting · before any work begins
You receive an engagement letter that states the scope and the fee basis; unearned fees are refundable.
The work, then the follow-through
Usually two to six weeks · a sale runs on the deal's timetable
Documents are drafted, filings are made, and you leave with a calendar of what comes next — the annual report, the tax-election deadline, the minutes to sign.
Illinois and Cook County
The rules that shape an Illinois business
Forming an LLC
Articles of Organization (Form LLC-5.5) cost $150 to file with the Illinois Secretary of State, or $400 for an LLC that can establish series, and the annual report costs $75 a year. 805 ILCS 180/50-10
The annual report
Every LLC files its annual report, with the $75 fee, within the 60 days before the first day of its anniversary month. A report still missing before the first day of the second month after that costs $100, plus $100 for each later year, and an uncured delinquency ends in administrative dissolution. 805 ILCS 180/50-1, 50-15 and 35-25
No written operating agreement required
The Act recognizes an operating agreement whether it is oral, in a record or implied, so an LLC without a signed one is governed by the statute's default rules on votes, profits and a member's exit. 805 ILCS 180/1-5 and 15-5
The liability shield
A member or manager is not personally liable for the company's debts solely by reason of that role, and the company's failure to observe internal formalities is not by itself a ground for personal liability. 805 ILCS 180/10-10
When a member dies
A member is dissociated from the LLC on death; the estate or heir becomes a transferee entitled to distributions, with no vote or management right unless the operating agreement or all other members admit it as a member. 805 ILCS 180/35-45 and 30-10
Corporate meetings and minutes
Every Illinois corporation must hold an annual shareholder meeting and keep minutes of shareholder and board proceedings and a record of its shareholders, whether or not it has elected S status. 805 ILCS 5/7.05 and 7.75
Corporate annual report and franchise tax
A corporation files its annual report on the same anniversary-month schedule for $75 and pays its franchise tax with it; the first $10,000 of franchise-tax liability is exempt for reports due on or after January 1, 2025. 805 ILCS 5/14.05 and 15.35
Illinois replacement tax
Partnerships and S corporations pay the personal property replacement tax at 1.5 percent of net income; other corporations pay 2.5 percent, in addition to the 7 percent corporate income tax. 35 ILCS 5/201
The S-corp election deadline
Form 2553 must be filed within two months and 15 days after the start of the tax year it is to cover, March 15 for a calendar-year company; a later filing generally takes effect the following year unless late-election relief applies. 26 U.S.C. §1362(b)
Non-competes and non-solicits
An employer may not bind an employee to a non-compete unless the employee earns more than $75,000 a year ($45,000 for a non-solicit), and the covenant is void unless the employee was told in writing to consult a lawyer and given 14 days to review it. 820 ILCS 90/10 and 90/20
Buying business assets
A buyer of the major part of a business's stock in trade, fixtures, equipment or real property must file a notice with the Illinois Department of Revenue at least 10 business days before the sale, or become personally liable for the seller's unpaid Illinois taxes up to the value of the assets acquired. 35 ILCS 5/902(d)
Beneficial ownership reports
As of October 2026 a company formed in the United States files no federal beneficial ownership (BOI) report; FinCEN's final rule effective August 14, 2026 exempts domestic entities, and only foreign-formed companies registered here still report. 31 CFR 1010.380
Fees
How much does a small business lawyer cost?
It depends on the work, and we state the fee basis in writing before anything starts. Defined projects such as forming an LLC with an operating agreement, filing an S election or reviewing one contract are quoted in advance; a purchase or sale is usually billed by time against an estimate, because the other side's conduct drives the hours. Unearned fees are refundable.
What keeps the fee lower
- a single-owner LLC with no employees, no real estate and no outside investors;
- owners who have already agreed on percentages, management and what happens when one of them leaves;
- a contract review with the document sent ahead of the call;
- clean records: the filed Articles, the current operating agreement and the last returns in one folder.
What adds to it
- more than one owner, or an owner joining or leaving mid-stream;
- an S election with an operating agreement that has to be amended first, or a late election that needs a relief request;
- a professional license, a series LLC, or a building owned by the company;
- a purchase or sale, where the other side's lawyer sets much of the pace;
- an entity that has been administratively dissolved and needs reinstating before anything else can be filed.
What does not move it: asking questions. Questions about a draft are part of the work, not extra.
Where we work
Which suburbs do you serve?
The office is in Palos Heights, and most business clients come from the southwest suburbs: Orland Park, Tinley Park, Oak Lawn, Palos Park, Frankfort, Mokena, Homer Glen, Lemont and the towns around them, plus Chicago's Southwest Side and the rest of Cook County. The firm also handles business and real-estate matters in Will and DuPage County, and IRS and Illinois Department of Revenue matters anywhere in Illinois.
Khatib Law LLC is at 6600 W College Dr, Ste 207, Palos Heights, IL 60463. Business clients come from across the southwest suburbs — Palos Park, Palos Hills, Orland Park, Orland Hills, Tinley Park, Oak Lawn, Oak Forest, Frankfort, Mokena, Homer Glen, Lemont, Evergreen Park, Burbank, Bridgeview, Hickory Hills, Chicago Ridge, Worth, Alsip and Crestwood — and from Chicago, especially the Southwest Side, and the rest of Cook County. A business operating inside the City of Chicago needs a license from the Department of Business Affairs and Consumer Protection before it opens, and most suburbs have their own license or registration; a sole proprietor or general partnership trading under another name files an assumed-name certificate with the Cook County Clerk ($50), while an LLC or corporation registers its assumed name with the Secretary of State. The annual report article covers the one filing every Illinois entity has in common.
Questions
Business in Illinois: questions we are asked
What does a business attorney in Chicago do for a small business?
A business attorney forms the entity and writes the agreement among its owners, reviews the contracts the company signs, keeps the annual filings and records in order, structures a purchase or sale, and plans the owner's exit. At Khatib Law LLC the same attorney also reads the tax return, so the tax result of each document is settled while it is drafted.
Do I need an LLC or an S corp?
Usually both: form an Illinois LLC for its liability shield and light formalities, then elect S-corporation tax treatment on Form 2553 only when the profit above a reasonable owner salary is large enough to justify payroll, a separate return and the 1.5 percent Illinois replacement tax. Modest profit, rental real estate or ineligible owners point to keeping the LLC's default tax treatment.
How much does a small business lawyer cost?
It depends on the work, and we state the fee basis in writing before anything starts. Defined projects such as forming an LLC with an operating agreement, filing an S election or reviewing one contract are quoted in advance; a purchase or sale is usually billed by time against an estimate, because the other side's conduct drives the hours. Unearned fees are refundable.
When should a small business hire a lawyer?
Four moments are worth a call before you act: when you are choosing and forming the entity, because the choice is hard to undo cheaply; when a second owner joins, because that is when an operating or shareholder agreement is still easy to negotiate; when you sign anything with a personal guaranty, a non-compete or an indemnity clause; and when you receive a letter of intent to buy or sell. A fifth moment is a notice from the Illinois Secretary of State, the Department of Revenue or the IRS. Earlier is cheaper at every one of these points.
What is the advantage of a business attorney who is also a CPA?
Three things. First, tax advice given inside the attorney-client relationship is protected by privilege in a way that advice from an accountant alone is not (a CPA's own privilege under IRC §7525 reaches only non-criminal federal tax matters); the returns and filings produced from the advice are not privileged either way. Second, the legal document and its tax effect are designed as one piece of work, such as the price allocation inside a purchase agreement. Third, if a dispute with a taxing authority or a counterparty has to go further than letters, an attorney can take it there. Khatib Law LLC is a law firm; Hani H. Khatib, its principal, is also a licensed CPA.
Do I need a lawyer to form an LLC in Illinois?
No. Anyone can file Articles of Organization online with the Illinois Secretary of State for the $150 fee, and the step-by-step guide on this site shows how. What the filing does not give you is the operating agreement, the tax classification decision, the state registrations and the records that protect the liability shield — the parts described on the business formation page, which matter most with more than one owner or real estate.
Business attorney vs accountant — who does what?
An accountant keeps the books, prepares returns and advises on the numbers. A business attorney drafts and negotiates the documents that create legal rights — formation papers, owner agreements, leases, purchase agreements — and represents you when those rights are disputed. The two overlap on entity choice, tax elections and deal structure, which is where owners often get two half-answers. An attorney who is also a CPA can answer the overlapping questions once, and the advice given inside that engagement is privileged; the returns and filings produced from it are not.
Which suburbs do you serve?
The office is in Palos Heights, and most business clients come from the southwest suburbs: Orland Park, Tinley Park, Oak Lawn, Palos Park, Frankfort, Mokena, Homer Glen, Lemont and the towns around them, plus Chicago's Southwest Side and the rest of Cook County. The firm also handles business and real-estate matters in Will and DuPage County, and IRS and Illinois Department of Revenue matters anywhere in Illinois.
Your attorney
Hani H. Khatib
Attorney at Law · CPA · LL.M. (Taxation)
Founder and managing attorney of Khatib Law LLC, established in Palos Heights in 2017. An attorney licensed in Illinois and a Certified Public Accountant, he concentrates his practice in estate planning, real estate, tax controversy and small-business matters. About Hani Khatib
Request a consultation
Tell us what you are facing.
A sentence or two is enough to start. We will tell you what the first meeting involves, and whether there is a charge for it, before you commit to anything.
(708) 722-2222
Monday to Friday, 9:00 a.m. to 5:00 p.m. · 6600 W College Dr, Ste 207, Palos Heights
What happens next
Your message goes to the firm’s office, not a call centre.
If you mention a deadline, it is read first.
We run a conflicts check and, if we can help, call or email you to set a time.
We confirm the kind of matter and what the first meeting involves, including whether there is a charge for it.
If we go forward, you receive a written engagement letter.
Scope and fee basis in writing before any work begins. Please do not email documents until we have confirmed an engagement in writing.
What to bring to the first meeting
- Your formation documents: the filed Articles and the operating agreement or bylaws, if there is one.
- The last two years of business returns, if tax is part of the question.
- Any contract, lease, letter of intent or notice you have been sent, unsigned if possible.
- The owners' names and percentages, and who runs the business day to day.
