Last Updated on

How to Incorporate in Illinois –Filing Illinois Articles of Organization

An Illinois LLC is created when an organizer files Articles of Organization with the Illinois Secretary of State and pays the required filing fee.

Currently, the fee is $500 (as of November, 2015).

The Illinois Secretary of State’s office, at CyberDrive Illinois permits you to form your limited liability company by filing your Articles directly online.Illinois charges an additional $100 “expedited service fee” on top of the normal $500 LLC filing fee for those forming their LLC through the CyberDrive Illinois website.

There are a couple of other requirements to form an Illinois LLC online:

* the company will utilize a “general purpose clause”; * “optional provisions” are not required to be set forth at this time; * the company will have perpetual existence; and * there will only be one “organizer“, who will be a natural person who is at least 18 years old and is not executing the document on behalf of someone else through a power of attorney. * There can be no more than 8 members or 8 managers in the LLC

If your proposed limited liability company does not meet the above criteria, you must file a paper version of your Articles, or use an independent LLC formation service such as LegalZoom.

How to Incorporate in Illinois – LLC Operating Agreements

Every LLC must have an Operating Agreement.

While Operating Agreements do not have to be filed with the state, they are very important in that they define the structure of your limited liability company and govern the relationship among members.

Even single member LLCs should have an Operating Agreement, as it defines creditors’ rights in the LLC, tax allocation, and more.

There are two ways to create your LLC’s Operating Agreement:

1. Hire an attorney;

2. Use a service like LegalZoom to form your LLC, and they include a customized Operating Agreement.

The third option is to draft your Operating Agreement yourself–you’ll save a few dollars doing that. I also hear you can save a few dollars performing your own laser eye surgery, too.

People either hire an attorney or let LegalZoom draft your Operating Agreement.

How to Incorporate in Illinois – Foreign LLCs

If you already have an LLC formed in another state and want to transact business in Illinois, you’ll need to acquire an application for admission to transact business as a foreign limited liability company.

Note: Just because you ship products to Illinois customers, that alone does not qualify as “transacting business in Illinois” for the purposes of requiring you obtain an admission to transact business.

Illinois statute defines what it means to “transact business” in Illinois. Note that none of the following constitute “transacting business” under Illinois law.

Doing any of the below does not obligate your foreign LLC to register in Illinois:

Sec. 13.75. Activities that do not constitute transacting business. Without excluding other activities that may not constitute doing business in this State, a foreign corporation shall not be considered to be transacting business in this State, for purposes of this Article 13, by reason of carrying on in this State any one or more of the following activities:

(1) maintaining, defending, or settling any proceeding;

(2) holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs;

(3) maintaining bank accounts;

(4) maintaining offices or agencies for the transfer, exchange, and registration of the corporation’s own securities or maintaining trustees or depositaries with respect to those securities;

(5) selling through independent contractors;

(6) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if orders require acceptance outside this State before they become contracts;

(7) (blank);

(8) (blank);

(9) owning, without more, real or personal property;

(10) conducting an isolated transaction that is completed within 120 days and that is not one in the course of repeated transactions of a like nature; or

(11) having a corporate officer or director who is a resident of this State.

As you can see from the above list, many activities do not require you to obtain a certificate of authority.

Again, you let Legalzoom handle the paperwork for obtaining your Illinois foreign qualification for a fee (scroll down to the lower right hand column under “Additional Business Services” and click on “Foreign Qualifications”.

The Illinois Secretary of State’s office also provides the form to qualify to do business in Illinois:

Application for Admission to Transact Business in Illinois – form in pdf format.

The filing fee is currently (as of November, 2014) $500 — the same as the filing fee for a domestic Illinois LLC.

Illinois Single Member LLCs

Illinois permits single member LLCs, and there is no special form you need to fill out in Illinois to create a SMLLC.

Illinois Annual Report

Illinois requires every LLC to file an annual report, along with a $250 filing fee (as of November, 2008) $308.25 filing fee (as of November, 2014).

The Annual Report is a relatively simple one-page form, which asks for the following information:

  • Name of LLC
  • State and Date of incorporation
  • Address of Principal Place of Business
  • Names and Addresses of Managers and/or Members

A hardcopy of the Annual Report form can be downloaded here:

Illinois Annual Report Form – pdf format.

You must file your Annual Report prior to the anniversary date of the formation of your LLC.

Illinois imposes a $300 late filing fee penalty, so calendar that annual report date!

What Other Visitors Have Asked

Click below to see questions from other visitors to this page…

Forming an LLC in the U.S. while technically living abroad. Not rated yet
We are a military family (US residents) currently residing the Germany. I would like to form an LLC to start a business providing deposition summary services …