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Key Facts
- Illinois state level: An Illinois LLC is organized by delivering articles of organization to the Secretary of State and having those articles filed.
- Illinois state level: The articles identify the LLC, its principal place of business, purpose, registered agent and office, organizers, and its managers or members with manager authority.
- Illinois state level: Every Illinois LLC must continuously maintain an Illinois registered agent and registered office.
- Illinois state level: Illinois LLCs have continuing state obligations after formation, including annual reports, while tax registration is handled separately by the Department of Revenue.
Creating an LLC in Illinois begins with the Illinois Limited Liability Company Act and the Secretary of State’s Department of Business Services. The central state formation document is Form LLC-5.5, the articles of organization.
When an Illinois LLC legally exists
One or more eligible organizers may deliver articles of organization to the Secretary of State, and the organizers do not have to be members. The LLC is organized when the Secretary files the articles or on a later effective date stated in them, which cannot be more than 60 days after filing.
The statute treats the LLC as a legal entity distinct from its members. That entity-level rule does not determine every tax classification, license, contract, or member-rights question.
What the articles of organization contain
Illinois articles state the LLC’s name, principal place of business, purpose, registered agent and office, member confirmation, managers and any member with manager authority, duration, organizers, and any permitted optional provisions. The LLC must have at least one member when the filing takes effect.
The online formation service is designed for domestic Illinois LLCs that do not need special-purpose provisions. Filings outside those limits may require another filing method or additional agency review.
Name rules and agency review
The proposed name must be distinguishable as required by Illinois law and include “Limited Liability Company,” “LLC,” or “L.L.C.” Name availability is reviewed within the filing system rather than guaranteed by an informal search alone.
Submitting the online form is not the same as approval. The Department of Business Services examines the document and sends confirmation after it is accepted.
The registered agent and registered office
Every domestic Illinois LLC and every foreign LLC admitted in Illinois must continuously maintain an LLC registered agent and registered office in the state. The agent must be an Illinois resident individual or another person authorized to transact business in Illinois.
The registered office is the Illinois location on the public state record where process, notices, or demands may be served on the agent. A later agent resignation or address change follows separate statutory filing rules.
Formation is separate from internal governance
The articles create the public entity record, but they do not replace the LLC’s operating agreement. The operating agreement governs many internal relationships among members and managers within the limits of Illinois law.
The Secretary of State acts as an administrative filing agency and does not decide private ownership disputes or provide legal, accounting, or tax advice through the online formation service.
Annual reports continue after formation
Each Illinois LLC and each foreign LLC admitted to transact business in the state must file an annual report within the time prescribed by the LLC Act. The Secretary of State provides a separate online LLC annual-report service.
Failure to keep annual reports and other required records current can affect good standing and can eventually lead to statutory delinquency or administrative dissolution procedures. A certificate of good standing is a separate state record reflecting the entity’s status at the time it is issued.
Tax registration is a separate system
Secretary of State filing creates the Illinois entity record; it does not itself complete every tax registration. Businesses with covered Illinois activity register with the Illinois Department of Revenue through MyTax Illinois or Form REG-1 as applicable.
Federal tax classification also follows federal rules and does not change merely because the state-law entity is called an LLC.
Sources
- Illinois Secretary of State LLC services
- Illinois online LLC formation instructions
- Illinois Limited Liability Company Act, organization provisions
- 805 ILCS 180/5-5, articles of organization
- 805 ILCS 180/1-35, registered agent and office
- Illinois LLC Act annual-report provisions
- Illinois Secretary of State annual-report portal
- Illinois Department of Revenue business registration
