An Illinois LLC operating agreement is a document that formalizes the ownership, management, and operations of a limited liability company (LLC) in Illinois. The agreement, while not required by state law, is highly recommended because it can assist in mitigating disputes and protect owners’ assets from claims made against the company in court.
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- Filing fee: $150 ($175 for foreign LLC)
- Processing time: 10 days
The first step is to reserve a name for the LLC. If approved, the name can be reserved for the applicant for up to 90 days while the paperwork to register the company is processed. Check the availability of the name on the Business Services webpage. An application for a name reservation can be done via Form LLC 1-1.5 or by calling 217-524-8008.
Domestic LLC – For an LLC located within Illinois.
- Online Filing – Scroll down and select “File.”
- Paper Filing (Form LLC-5.5) – Mail a completed Form LLC-5.5 plus a filing fee to the Department of Business Services Limited Liability Division 501 S. Second St., Rm. 351 Springfield, IL 62756.
Foreign LLC – For an LLC located outside Illinois.
- Paper Filing (Form BCA 13.15) – Mail the completed Application for Authority to Transact Business in Illinois, plus the filing fee, to the Secretary of State Department of Business Services 501 S. Second St., Rm. 350 Springfield, IL 62756. A certified copy of the company’s Articles of Incorporation should be filed together with the application.
Once the paperwork has been processed, the next steps are to complete the following forms:
- LLC Operating Agreement – This agreement will outline and clarify the company’s policies, procedures, and ownership structure.
- Federal Employer Identification Number (FEIN) – Select “Apply Online Now” in Step 3. See Publication 15 for a guide to paying tax as an employer in 2022.
- Filing fee: $25
State statute decrees that a name can be reserved for an applicant’s exclusive use for 90 days before the LLC is formed (§ 1-15). The name should be distinguishable from other names already registered with the Secretary of State.
- Paper Filing (Form LLC 1-1.5) – An Application to Reserve a Name, plus a filing fee, should be mailed to Secretary of State Department of Business Services Limited Liability Division 501 S. Second St., Rm. 351 Springfield, IL 62756.
- Online filing is not available, but another option is to call 217-524-8008.
Filing fee: $75
An LLC in Illinois must file an annual report each year prior to the first day of the month the company was registered. State law mandates that a failure to file an annual report within 60 days of the due date warrants a penalty payment (§ 50-15).
- Online Filing – Enter the LLC’s file number, then select “Continue” and follow the prompts.
- Paper Filing (Form LLC-50.1) – A completed Form LLC-50.1, plus payment for the filing fee, can be mailed to Secretary of State Department of Business Services Limited Liability Division 501 S. Second St., Rm. 351 Springfield, IL 62756.
Filing fee: $5
An LLC is dissolved when a Statement of Termination is filed with the Secretary of State (§ 35-20).
- Paper Filing (Form LLC 35.15) – A completed Statement of Termination should be sent, along with a payment for the $5 filing fee, to Department of Business Services Limited Liability Division 501 S. Second St., Rm. 351, Springfield, IL 62756.
“Operating agreement” means the agreement under Section 15-5, whether or not referred to as an operating agreement and whether oral, in a record, implied, or in any combination thereof, of all of the members of a limited liability company, including a sole member, concerning the relations among the members, managers, and limited liability company. The term “operating agreement” includes amendments to the agreement.