Illinois Limited Liability Company Act

by Joseph Scrofano J.D./M.A.

The Illinois Limited Liability Company Act is the state law that governs the creation, operation and termination of limited liability companies, or LLCs, in Illinois. LLCs are business structures that offer liability protections similar to corporations, but also the tax benefits and management flexibility of partnerships and sole proprietorships. To form an LLC in Illinois, LLC members, or owners, must file articles of organization with the Illinois secretary of state.

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Name

Members must follow the restrictions set forth in the Illinois Limited Liability Company Act when choosing a name for the LLC. First, they must choose a name that is distinguishable from all other registered business entities in Illinois. Second, the name must end with the phrase “limited liability company,” or the abbreviations “LLC” or “L.L.C.” Finally, the name cannot include phrases like “incorporated,” “corp.,” “Ltd.,” “trustee,” “trust” or “fiduciary.” The text of the Illinois Limited Liability Company Act provides an exhaustive list of all prohibited words (see Resources).

Articles

The LLC organizers must file articles of organization with the secretary of state. The articles must include the LLC name, its principal place of business, the name of a registered agent and the address of a registered office. Additionally, the members must state in the articles whether the members intend to manage the LLC or whether they intend to hire other non-equity managers. The principal place of business and the registered office cannot be a post office box or a “c/o” address. The registered agent is a person or business the LLC appoints to accept all correspondence with the secretary of state and other important legal mail like papers for a lawsuit.

Fees

The filing fee for an LLC in Illinois is $500 as of December 2010. There is an additional $100 fee for online expedited processing. Expedited processing typically results in a review of the articles within 24 hours, not counting weekends and holidays. Online filing can be paid for with an electronic funds transfer, Discover, American Express, Visa or MasterCard. The secretary of state will void the articles if the payment is declined.

Continuing Obligations

The LLC must file an annual report to keep in good standing with the secretary of state and to continue lawfully doing business in Illinois. As of December 2010, the fee for an annual report is $250, due prior to the first day of the month in which the members filed the articles. The state will impose a $300 late fee for those who miss the deadline. If the annual report is not received after 180 days, the state will administratively dissolve the company.