How to Form an LLC in Illinois
Illinois Secretary of State—Department of Business Services
501 South 2nd Street—Room 350
Springfield, IL 62756-0001
Statutory Authority: Limited Liability Company Act — Ill. Comp. Stat. § 805-180 (2013)
Illinois LLC General Filing Instructions
1. Confirm availability of company name and reserve if necessary.
2. Complete the “Articles of Organization.”
3. Prepare a Letter of Transmittal.
4. Submit the completed documents, a photocopy of each, and filing fees to the Illinois Secretary of State.
Illinois Articles of Organization
The following information is legally necessary and sufficient to form a limited liability company in Illinois:
1. Company name
2. Street address of the principal place of business
3. Effective date
4. Registered agent name and address
5. Business purpose
6. Duration if other than perpetual
7. Optional provisions
8. Management structure and name and address of each initial member or manager
10. Signature, printed name, address, and title of each organizer
Illinois LLC Fee Schedule
Application for Reservation of Name: $25.00
Articles of Organization: $500.00
Application for Admission to Transact Business: $500.00
Expedited Service: $50.00
Certified Copy: $25.00
Annual Report: $250.00
Articles of Dissolution: $100.00
Your company name must end with a limited liability company designator. In Illinois the specific limited liability company designators are: “Limited Liability Company” “L.L.C.” “LLC”
Conduct an entity name search on the Illinois Secretary of State website to confirm the availability of your company name.
If the name you want is available you can reserve it for 90 days by filing an “Application for Reservation of Name” and paying a name reservation fee of $25.00. NOTE: Reserving your name is optional.
The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.
Illinois requires that every business entity have and maintain a registered agent in the state. The registered agent may be either an Illinois resident or active Illinois business entity that has an Illinois street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.
NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are an Illinois resident and have an Illinois street address.
The state provided forms ask for and specify what is legally sufficient and necessary to form an Illinois limited liability company. Nevertheless, Illinois permits you to add other provisions to your Articles of Organization as an attachment.
The most common optional provisions are the following:
☐ Management of a limited liability company by designated managers
☐ Appointment of managers by a designated member or group
☐ Indemnification of members
☐ Indemnification of managers
☐ Right to admit new members
☐ Right to continue upon dissolution of dissociation
Post Formation and Ongoing Compliance
1. Draft and adopt an operating agreement.
2. Obtain a federal employer identification number by completing IRS Form SS-4.
3. If electing alternative tax entity filing status complete IRS Form 8832.
4. Open company bank account.
5. Create and maintain company records book.
6. File an Annual Report.
Registering as a Foreign Entity
1. Complete the “Application for Admission to Transact Business.”
2. Attach a certificate of good standing or existence, duly authenticated within the last 60 days, by the officer of the state where the LLC is formed.
3. Submit the completed documents in duplicate, along with the filing fee, to the Illinois Secretary of State.
Dissolving an Illinois LLC
1. Complete the “Articles of Dissolution.”
2. Submit the completed document in duplicate, along with the $100.00 filing fee, to the Illinois Secretary of State.