An Illinois LLC operating agreement is a legal document used to define and regulate a new company’s operations and administration. The agreement is a valuable asset when forming an LLC as it outlines the procedures related to operating a business and presents a clear image of the company’s structure and the member’s roles. The completed document will define the business’s various elements such as the company’s ownership, member contributions, and financial matters. Although completing the form is optional, companies without an operating agreement may face a lack of structure as it will not have provided its members a binding document of its policies.
Download: PDF, Word (.docx), OpenDocument
Download: PDF, Word (.docx), OpenDocument
- Chapter: 805 ILCS 180
- Definitions: 805 ILCS 180/1-5
- Formation: 805 ILCS 180/5-1
- Naming of LLCs: 805 ILCS 180/1-10
How to File (5 Steps)
- Step 1 – Naming the LLC
- Step 2 – Appointing a Registered Agent
- Step 3 – Filing Articles of Organization / Application for Admission to Transact Business
- Step 4 – Forming an Operating Agreement
- Step 5 – Applying for an EIN
Step 1 – Naming the LLC
The first step in forming an LLC is selecting a name that meets the following criteria:
- The name cannot already be in use by another entity that has filed articles of organization with the Idaho Secretary of State.
- It must contain the terms “limited liability company”, “L.L.C.,” “LLC,”, or any similar abbreviations.
- It cannot contain the terms “Corporation,” “Incorporated,” “Limited Partnership,” or any derivatives thereof.
A preliminary check for the availability of a name can be done through the Illinois Secretary of State website, or by contacting their office at 217-524-8008.
If desired, the name may be reserved before filing the articles of organization by submitting Form LLC-1.15 which will allow the name to be held for up to ninety (90) days. Reserving a name requires a $25 fee paid via cheque (made payable to Secretary of State) and should be mailed together with the application to: Department of Business Services Limited Liability Division, 501 S. Second St., Rm. 351 Springfield, IL 62756
Step 2 – Appointing a Registered Agent
A registered agent is required in order for LLCs to be represented in legal matters and collect documents such as service of processes or tax forms. An individual or other legal entity may be appointed provided they have a physical address in Illinois and, if they are an entity, are authorized to act as an agent. The agent will be appointed by submitting their information when filling the LLCs articles of organization.
Step 3 – Filing Articles of Organization / Application for Admission to Transact Business
Filing the Articles of Organization allows the LLC to be registered with the Illinois Secretary of State and operate as a legal entity. The process may be completed online or by printing and mailing Form LLC 5.5., both of which require a $150 fee. Mailed applications should include an enclosed cheque or money order made payable to the Secretary of State and delivered to the Secretary of State office (see address below).
An LLC formed outside of Illinois must file an Application for Admission to Transact Business (Form LLC-45.5) in order to conduct business operations within the state. The completed application should be printed and mailed with the $150 filing fee enclosed to the Illinois Secretary of State office (see address below). Once the filing is completed, the LLC is registered as a legal entity and may begin to engage in business activities.
Series LLC (Domestic / Foreign)
A series LLC is an organization comprised of various companies involved in different areas of business. To register a domestic series LLC, a completed Articles of Organization (Series) (Form LLC 5.5(S)) should be delivered with the $400 processing fee to the Illinois Secretary of State Office. Foreign entity’s seeking to register a series LLC in Illinois must complete and mail the Application for Admission to Transact Business (Series) (Form LLC-45.5(S)) with the $400 processing fee.
Mailing Address for Articles of Organization / Application for Admission to Transact Business (Standard / Series)
Secretary of State Department of Business Services, Limited Liability Division
501 S. Second St., Rm. 351 Springfield, IL 62756
Step 4 – Forming an Operating Agreement
LLCs may wish to complete an operating agreement to establish their company policies and structure in a clear and precise format. This allows the company’s members to have a record of what regulations to follow and the nature of their relationship to the organization. An LLC may be formed without an operating agreement, although it is not recommended as complex business procedures such as member dissolution or record keeping will not be clearly defined. An operating agreement for single-member LLCs can be found here or for multi-member LLCs here.
Multi-member LLCs or LLCs that plan to hire employees require an EIN (Employer Identification Number) for their company. LLCs that wish to be taxable as a corporation rather than a partnership will also require an EIN to do so. Applying for an EIN can be done online through the IRS website at no cost.
Filing Delivery Methods: