Frequently asked questions about starting and running an LLC, or limited liability company.
A limited liability company (LLC for short) is a way to legally structure a business. It combines the limited liability of a corporation with the flexibility and lack of formalities provided by a partnership or sole proprietorship. Any business owner who seeks to limit his or her personal liability for business debts and lawsuits should consider forming an LLC. For more information on how to form an LLC in any state, see How to Form an LLC.
Steps to start an LLC in Illinois:
Your LLC's name must be recognizably different from the names of other business entities already on file with the Illinois Secretary of State. You can check to see if a name is available by searching the Secretary of State Business Services name database. You can reserve a name for up to 90 days by filing an Application to Reserve a Name (Form LLC-1.15). The filing fee is $25.
Under Illinois law, an LLC name must contain as the last words:
The abbreviations "Ltd." and "Co." are not allowed in Illinois. The name must also not include the words "Corporation," "Corp.," "Incorporated," "Inc.," "Ltd.," "Co.," "Limited Partnership," or "L.P."
You don't have to use your LLC's official legal name registered in your Articles of Organization when you do business out in the real world. Instead, you can use an assumed business name, also called a fictitious business name, "DBA" (short for doing business as), or trade name. To do so in Illinois, you must register your assumed name with the Illinois Secretary of State. You may register online, or by mail by filing an Application to Adopt, Change, Cancel, or Renew an Assumed Name (Form LLC-1.20). The registration is good for up to five years. The filing fee ranges from $30 to $150 per year.
Every Illinois LLC must have an agent for service of process in the state. This is an individual or business entity that agrees to accept legal papers on the LLC's behalf if someone sues the company. A registered agent can be an individual who resides in Illinois, or a domestic or foreign corporation authorized to do business in Illinois. If it's a corporation, its articles must authorize it to act as an agent. The registered agent must have a physical street address in Illinois.
You can create an Illinois LLC by filing Articles of Organization, Form LLC-5.5 with the Illinois Secretary of State Department of Business Services. The articles must include:
The filing fee is $150. You can file the articles online or by mail. Online filings are handled on an expedited basis within 24 hours.
An LLC operating agreement is not required in Illinois, but is highly recommended. This is an internal document that establishes how you will run your LLC. It sets out the rights and responsibilities of the members and managers, including how the LLC will be managed. It can also help preserve your limited liability by showing that your LLC is truly a separate business entity. If you don't have an operating agreement, state LLC law will govern how your LLC operates.
For help creating an LLC operating agreement, see Form Your Own Limited Liability Company, by Anthony Mancuso (Nolo) or use Nolo's Online LLC. If you create an operating agreement, you do need to file it with the state.
If your LLC has more than one member, it must obtain its own IRS Employer Identification Number (EIN), even if it has no employees. If you form a one-member LLC, you must obtain an EIN for it only if it will have employees or you elect to have it taxed as a corporation instead of a sole proprietorship (disregarded entity). You may obtain an EIN by completing an online application on the IRS website. There is no filing fee.
All LLCs doing business in Illinois must file an annual report with the Secretary of State. The report is due each year prior to the first day of the LLC's anniversary month (the month in which it was organized). For example, if your LLC was created on July 15 then your report would be due by July 1. You can file the report online or by mail with Form LLC-50.1. The filing fee is $75. Filing a report late (more than 60 days after the due date) incurs an additional $100 penalty. For more information on Illinois LLC annual reports, see Illinois LLC Annual Filing Requirements.