The LLC’s business name must be different from all other business entity names registered in the state. When name you LLC in the state of Illinois, you may consider the following:
- Your business name must include LLC, or the words Limited Liability Company.
- You cannot use words that imply your business is authorized to be a fiduciary business, unless it is. These restricted words include “bank,” “trust” and “trustee.”
- You cannot use words that would mistake your business for a federal agency, such as “treasury.”
The filing time for Alaska LLCs is 1 week, and the expedited filing time is 1 business day.
State Filing Fees
The filing fee is $614 and can be expedited for an additional $50.
Articles of Organization and Operating Agreement
The articles of organization must be created and filed. The Articles of Organization include:
- Your LLC Name.
- Address of principal place of business. (Not a P.O. box.)
- Date you want it to be filed.
- Name and address of registered agent.
- Purpose(s) for which your LLC is organized.
- Names of manager(s) and members.
The operating agreement is also very important, it can be modified in a way that’s specified by the agreement itself, or however the law of the state permits. While an operating agreement is not mandated by the state of Illinois, it is a crucial legal document that explains ownership and day-to-day operating procedures for your company. It essentially serves an internal contract for members and owners.
An operating agreement should include:
- A list of LLC members.
- How much each member has invested.
- How the profits will be divided among members.
- How much “voting power” each member holds.
- How new members will be added or removed.
- Information about meeting and voting rules.
- Any restrictions on amending the operating agreement.
Operating agreements are an important way to have all the details of your LLC written out to avoid potential legal issues, however, you do not need to file this agreement with the state.
LLC owners are usually referred to as members. An LLC must have at least one member, but there is no maximum. To become a member, an individual must make some kind of contribution to the business, either by paying cash, transferring property, or by assuming an obligation to do so. Members have voting and control over the company. The procedure for becoming a member and resigning should be outlined in the operating agreement.
It is required that every LLC filed in the state of Illinois have a registered agent. The agent must be in-state. The purpose of an agent is to receive and send paperwork on behalf of your company.
- An agent can assist you if any legal issues occur.
- An agent keeps important documents in case of a theft or natural disaster.
- An agent will give you privacy because you won’t have to provide your home address.
Ongoing Filing and Compliance
In order to stay in good standing with the state, Illinois requires all LLCs to provide an annual report within 60 days of the first day of the anniversary month of your LLC. The cost is $300 to file online.
If in the future your LLC can no longer operate, you will need to officially dissolve it. Your operating agreement should include a dissolution plan and its procedures to close the business. Illinois’s LLC Act includes these tasks for dissolving your LLC:
- Settling any disputes.
- Settling and closing the LLC’s business.
- Disposing of and transferring the LLC’s property.
- Distributing any remaining assets to the members.
- Paying any outstanding debts and taxes.
- Returning any contributions.
Article of Dissolution
Illinois’s LLC Act requires filing articles of dissolution with the Secretary of State. The article includes:
- The LLC’s Name.
- A statement that all debts and obligations have been paid.
- A statement that all property and assets have been distributed.
- A statement that there are no pending lawsuits against the LLC.
The fee to file the article of dissolution is $100. You must file two identical copies.
In many states an LLC can be a “pass-through entity,” meaning the LLCs do not pay the federal income tax, only the members do. In Illinois that is not the case. The state imposes a separate tax on LLCs, called a personal property replacement tax. For most LLCs, it is 1.5% of the net income.
If your LLC has employees, or if you are selling goods and collecting sales tax, you will need to register with the Illinois Department of Revenue.