How to Form an LLC in Illinois

 A limited-liability company ("LLC") is commonly referred to as a "hybrid" business structure, meaning that it shares characteristics of both a corporation and a sole proprietorship. It allows its owners to insulate themselves from personal liability for business debts, does not require the payment of separate business taxes (the tax "passes through" to its owners), allows for a great deal of flexibility with regards to its organizational structure, and is subject to fewer regulations and restrictions than are other types of business structures. Establishing such a company in Illinois is a rather straightforward process.

 

Part1

Drafting the Articles of Organization

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   Choose a name for your LLC. The first step in forming a LLC is to draft its Articles of Organization, which outline the initial information required to form the company under state law. You will use Form LLC-5.5 for this process. One of the most important steps of this process is choosing a name for your company.

   • The name of your company must be distinguishable from any name currently reserved or registered with the Secretary of State, and from any state or federal agency.
   • The name must contain the words "Limited Liability Company," "L.L.C.," or "LLC.," and may not contain the words "Corporation," "Corp.," "Incorporated," "Inc.," "Ltd.," "Co.," "Limited Partnership," or "L.P."
   • The name must also not imply that your company is involved with banking or insurance, cannot contain any offensive words, and must use the letters of the English alphabet or Arabic/Roman numerals.^[5]
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   Check to see if your chosen name is available. Before you submit your Articles of Organization, it is a good idea to see if the name you have chosen is both available and acceptable under state law. There are three ways to do this: (1) write to the Department of Business Services located in Springfield, IL; (2) call the Department at (217) 524-8008; or (3) run an internet search for name availability on the Business Services page at www.cyberdriveillinois.com.

   • You can file an optional form (Form LLC-1.15) along with $300 to reserve the name of your LLC for 90 days.
   • Try to have a few alternate names for your company in case your first choice is unavailable.
   • During this search, you might also want to check to make sure the relevant URL is available so your LLC's online presence will have an appropriate domain name.
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   Designate your LLC's principal place of business. You must also indicate in your Articles of Organization a physical address for your company that will serve as its primary location for doing business. This is likely where you will keep your company records, and will determine the legal jurisdiction applicable to your company. Illinois law allows this office to be in or out of state.
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   Choose an effective date for your Articles of Organization. This will be the date your company will begin its existence. This can either be the date you file your Articles of Organization with the Department of Business Services, or a later date of not more than 60 days after filing.
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   Designate a registered agent and a registered office for your LLC. This will be the name and address of a person on whom any legal process will be served, and where all official correspondence from the Department of Business Services will be sent.

   • Your agent must either reside or be authorized to transact business in Illinois.
   • Make sure your agent has formally agreed to perform this role.
   • Your registered office must be located in Illinois, have a valid mailing address, and match the business-office address of your registered agent.
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   Draft the "purpose clause" for your LLC. This is a statement outlining the business objectives of your LLC. This can be any lawful purpose except banking and insurance (or dental or medical practice unless all members/managers are properly licensed under state law).
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   Establish a duration for your LLC. This refers to how long you want your company to exist. You can list "perpetual," meaning it has no specific end date, or a future date on which you plan to dissolve your LLC.

   • If you have chosen a specific dissolution date for your company and, at a later time, wish to extend your LLC's life after that date, you can file Articles of Amendment to change that date.
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   Draft optional provisions. Your LLC's Articles of Organization can also include any provisions relating to the internal operation of your company so long as they are permitted by law. For example, you may want to add provisions relating to how major business decisions will be made or what happens if your company is dissolved.
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   Decide if your LLC will be member-managed or manager-managed. A "member" of an LLC is either an owner of or investor in that LLC. Under Illinois law, you must have at least one member in your LLC, but there is no maximum. A member-managed LLC affords each member equal rights in deciding how the business will be run. A manager-managed LLC is where the members elect several from their number to be responsible for the company's business affairs.

   • In this part, you must provide the names and addresses of members and managers, as applicable.
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    Have the LLC's organizers sign the Articles of Organization. Include, along with the appropriate signatures, each individual's printed name along with their address. If one of the organizers is a business entity, you must provide the name of that entity and the printed name, address, and title of the person signing on that entity's behalf.
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    File your LLC's Articles of Organization. After you have finished drafting your LLC's Articles of Organization, it is time to file them with the Department of Business Services in Springfield, IL. You can do this by mail using the address on the top of Form LLC-5.5 or online at www.cyberdriveillinois.com. You will need to submit a filing fee of $500 along with the appropriate forms.

    • You have the option to have your filing expedited, meaning that your Articles of Organization will be reviewed within 24 hours of filing, if you appear in person and pay an additional fee of $100.
    • If you are filing online, your request will automatically be considered expedited, and therefore you will have to pay the additional $100 fee.

Part2

Setting Up Your LLCDownload Article

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   Draft an Operating Agreement for your LLC. After you have filed your LLC's Articles of Organization, there are several other steps you should take before you actually start doing business. The first of these should be to draft an Operating Agreement between the members of your LLC.

   • This agreement should outline things like the roles of each member, voting rights, how new members will be added or existing ones removed, how profits and losses will be allocated, and how the Operating Agreement itself will be amended.
   • You do not have to file this agreement with the state.
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   Get an Employer Identification Number from the IRS. If your LLC has more than one member, you will need this number so your LLC can pay federal and state taxes properly, hire employees, and open a company bank account. You can apply for this number: (1) online^[21]; (2) by contacting the IRS at (800) 829-4933; or (3) by completing and mailing in Form SS-4 to the address listed on the form.

   • Make sure your LLC is legally formed (i.e., your Articles of Organization have been submitted and approved) before applying for an Employer Identification Number.
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   Open a corporate bank account. You will want your LLC to have its own bank account, separate from the bank accounts of its members/managers. The requirements of individual banks vary, but you will likely need, at minimum, your LLC's Employer Identification Number and a copy of its Articles of Organization.

Part3

Submitting Additional FilingsDownload Article

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   File your LLC's Annual Report. State law requires every LLC to submit an Annual Report every year in order to continue operating as an LLC in Illinois, which largely serves to make sure the information you filed in your Articles of Organization remains currently accurate. You will receive a form for this report about six weeks before its due date at your company's registered office.

   • Your LLC's members or managers, as applicable, must sign this report before submission.
   • You can file this report online or by mail using Form LLC-50.1. You must also pay a fee of $250 for mail filing or $300 for online filing.
   • You must pay an additional $300 if you are submitting this report more than 60 days overdue.
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   File with the appropriate federal, state, and local governmental agencies. Depending on the business purpose of your LLC and the jurisdiction in which you organize, you may have to file additional forms relating to LLCs with certain governmental agencies. Each industry is regulated differently—as is each local jurisdiction—and so it is best to ask an attorney or accountant for assistance in this matter.

   • You can also try contacting your local Chamber of Commerce for advice or consulting the U.S. Small Business Administration's website.
   • For example, if your LLC provides professional services that are regulated by the Illinois Department of Financial and Professional Regulation, you must register with that agency.
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   Register with the Illinois Department of Revenue. State law requires your LLC to register with this agency upon formation for state tax purposes. You can do this online or through the mail using Form REG-1, which is the Illinois Business Registration Application.