Starting an LLC in Illinois requires filing articles of organization with the information specified in the Illinois Limited Liability Company Act. The secretary of state's office provides a guide summarizing the act's requirements and a pre-printed form to create the articles of organization. Although the guide and form make starting an Illinois LLC easy, neither the guide nor form should be utilized as a substitute for legal advice regarding whether an LLC is the best structure for your business.
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Download form LLC-5.5, Articles of Organization, from the Illinois Secretary of State website (see Resources). You must complete articles 1 to 6, 8 and 9 to provide the minimum information required by Illinois law. The information for article 7 is optional.
Complete article 1 by inserting the name of your LLC. Illinois law requires your LLC's name to include the words "Limited Liability Company" or the abbreviation "LLC" or "L.L.C." The name cannot include the abbreviations "Ltd." or "Co." You are also prohibited from using any word or abbreviation indicating a corporation or limited partnership, such "Inc." or "L.P."
Complete article 2 by inserting your LLC's principal place of business where its records will be kept. Under Illinois law, these records must include a list of the names and addresses of each member; a copy of the articles of organization; copies of all federal, state, and local income tax returns for the most recent three years; and a copy of the current operating agreement and any financial statements of the company for the three most recent years.
Complete article 3 by checking the appropriate to indicate whether your LLC's articles of organization will become effective on the date it is filed or at a later date. Any later effective date cannot be more than 60 days form the filing date.
Complete article 4 by inserting the name and address for you LLC’s registered agent, who is authorized to receive all legal process for your LLC including official correspondence from the Secretary of State’s Department of Business.
Complete article 5 by verifying that the pre-printed statement, which reads, "The transaction of any or all lawful business for which Limited Liability Companies may be organized under this Act," applies to your LLC. If you need to be more specific in describing your LLC's business purpose, insert the information in this article.
Complete article 6 by inserting the date on which your LLC is to dissolve. If no date is inserted, the duration of your LLC will be treated as perpetual.
Complete article 8 by indicating whether your LLC will managed by all members or by one or more managers. For either choice, you must insert the names and addresses of the respective members or managers.
Complete article 9 by inserting your name and address as organizer for the LLC. Sign the articles, make a copy and mail it to the Illinois Secretary of State's Office to the attention of the Department of Business Services, Limited Liability Division, 501 S. Second St., Rm. 351, Springfield, Illinois 62756. A check payable to the Secretary of State in the amount of $500 must accompany the documents for the filing fee. Also, the check must be in the form of certified funds, cashier's check or a money order.
Tips & Warnings
Your LLC's articles of organization can be filed online through the secretary of state's website (see Resources). The information required to complete the online form is the same as for the downloaded form; however, the secretary of state's office handles all online filings as expedited filings and requires a $100 fee in addition to the regular filing fee.
Illinois law does not require an LLC to have an operating agreement among its members and, for multi-member LLCs that have an operating agreement, it can be oral or in writing. However, for a single member LLC in which the member also acts as the manager, the agreement must be in writing to be valid.
References & Resources
- Illinois Secretary of State: Limited Liability Company Forms
- Illinois Secretary of State: A Guide for Organizing Domestic Limited Liability Companies
- Illinois Secretary of State: Instructions for Online Filing
- Illinois General Assembly: Limited Liability Company Act (805 ILCS 180/15-5(c))
- Illinois Secretary of State: Articles of Organization - Form LLC-5.5
- Illinois Secretary of State: Online Filing of Articles of Organization
- Illinois General Assembly: Limited Liability Company Act (805 ILCS 180/)