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How to form an

Illinois Limited Liability Company


This website is provided by David K. Staub, an Illinois business attorney and frequent writer and speaker on limited liability companies. The site is for educational and informational purposes only and does not constitute legal advice. The information which is presented here is intended to make limited liability companies easier to understand, but weighing the tax, liability and operations issues requires a thorough understanding of the applicable law and cases. Anyone contemplating forming a limited liability company is urged to obtain proper legal advice.

Organizing an Illinois LLC

Articles of Organization

Under the Illinois Limited Liability Company Act, one or more persons, other than natural persons under 18 years of age, may organize a limited liability company by executing and delivering Articles of Organization to the Secretary of State. The organizers need not be members of the limited liability company. Each organizer of a limited liability company organized to engage in the practice of medicine must be either a licensed Illinois physician or an attorney licensed to practice law in Illinois. The Illinois articles of organization shall set forth all of the following:

1. The name of the limited liability company and the address of its principal place of business which may, but need not be a place of business in Illinois. The name of the LLC:

a. shall contain the terms "limited liability company", "L.L.C.", or "LLC";

b. may not contain a word or phrase, or an abbreviation or derivation thereof, the use of which is prohibited or restricted by any other statute of this State unless the restriction has been complied with;

c. shall consist of letters of the English alphabet, Arabic or Roman numerals, or symbols capable of being readily reproduced by the Office of the Secretary of State;

d. shall not contain any of the following terms: "Corporation," "Corp.," "Incorporated," "Inc.," "Ltd.," "Co.," "Limited Partnership" or "L.P.";

e. shall be the name under which the limited liability company transacts business in this State unless the limited liability company also elects to adopt an assumed name or names as provided in the Act; provided, however, that the limited liability company may use any divisional designation or trade name without complying with the requirements of the Act, provided the limited liability company also clearly discloses its name;

f. shall not contain any word or phrase that indicates or implies that the limited liability company is authorized or empowered to be in the business of a corporate fiduciary unless otherwise permitted by the Commissioner of the Office of Banks and Real Estate under Section 1-9 of the Corporate Fiduciary Act. The word "trust", "trustee", or "fiduciary" may be used by a limited liability company only if it has first complied with Section 1-9 of the Corporate Fiduciary Act; and

g. shall contain the word "trust", if it is a limited liability company organized for the purpose of accepting and executing trusts.

2. The purposes for which the limited liability company is organized, which may be stated to be, or to include, the transaction of any or all lawful businesses for which limited liability companies may be organized under the Illinois Limited Liability Company Act.

3. The name of its registered agent and the address of its registered office.

4. If the limited liability company is to be managed by a manager or managers, the names and business addresses of the initial manager or managers.

5. If management of the limited liability company is to be vested in the members under Section 15-1 of the Act, then the names and addresses of the initial member or members.

6. The latest date, if any, upon which the limited liability company is to dissolve and other events of dissolution, if any, that may be agreed upon by the members.

7. The name and address of each organizer.

8. Any other provision, not inconsistent with law, that the members elect to set out in the articles of organization for the regulation of the internal affairs of the limited liability company, including any provisions that, under the Act, are required or permitted to be set out in the operating agreement of the limited liability company.

The certificate must be signed by the person forming the LLC. The execution of the articles of organization constitutes an affirmation by the person, under penalty of perjury, that the facts stated therein are true.

A limited liability company is organized at the time articles of organization are filed by the Secretary of State or at any later time, not more than 60 days after the filing of the articles of organization, specified in the articles of organization. The fee for filing articles of organization is $500; the fee for filing articles of organization for an Illinois series LLC is $750.


Illinois Secretary of State

Springfield Office:
Michael J. Howlett Bldg.
501 S. 2nd St., Rm 328
Springfield, IL 62756

Hours: Monday - Friday
8:00 a.m. - 4:30 p.m.

Chicago Office:
69 W. Washington
Suite 1240
Chicago, IL 60602

Hours: Monday - Friday
8:00 a.m.- 5:00 p.m.

Telephone: (217) 782-6961 or (217) 782-7880 (Springfield); (312) 793-3380 (Chicago)

Illinois Secretary of State Website: www.cyberdriveillinois.com/departments/business_services/home.html

Check name availability in Illinois

Order an Illinois LLC Certificate of Good Standing online


Illinois LLC Law

Name: Illinois Limited Liability Company Act

Illinois LLC Statute: 805 Ill. Comp. Stat. Ann. 180/1-1 et seq.

Series LLC: Yes


Illinois LLC Fees

Filing Articles of Organization for an Illinois LLC (LLC-5.5): $500
Filing Articles of Organization for an Illinois Series LLC (LLC-5.5(S)): $750
Filing Certificate of Designation for an Illinois Series LLC (LLC-37.40): $50
Filing Articles of Amendment for an Illinois LLC (LLC-5.25): $150
Filing Restated Articles of Organization for an Illinois LLC (LLC-5.30): $500


Illinois LLC Forms

Articles of Organization - Form LLC-5.5 PDF 
Articles of Organization (Series) - Form LLC-5.5(S) PDF 
Certificate of Designation - Form LLC-37.40 PDF