Illinois Form LLC-5.5 is the Articles of Organization you file with the Secretary of State to create a limited liability company in Illinois. The standard filing fee is $150, you can submit it online or by mail to Springfield, and once it’s approved your LLC exists as a separate legal entity. The form itself is short, but a rejection can cost you weeks, so it pays to have every piece of information lined up before you start.
What to Have Ready Before You File
The form asks for a specific set of facts about your company. Gather them first.
A Compliant LLC Name
Your name must include “Limited Liability Company,” “LLC,” or “L.L.C.” as a separate designator. Professional LLCs providing services licensed by the Illinois Department of Professional Regulation must use “Professional Limited Liability Company,” “PLLC,” or “P.L.L.C.” instead.1Illinois Secretary of State. Illinois Limited Liability Company Act – Articles of Organization The name cannot contain “Corporation,” “Corp.,” “Incorporated,” “Inc.,” “Ltd.,” “Co.,” “Limited Partnership,” or “L.P.”
It also has to be distinguishable from any other LLC or corporation already on file with the Secretary of State.2Illinois Secretary of State. Guide for Organizing Domestic Limited Liability Companies Run a search at apps.ilsos.gov/businessentitysearch/ before you commit. A name held by a dissolved LLC stays unavailable for three years after the dissolution notice was issued.3Illinois Secretary of State. Information for Forming an LLC Online
Registered Agent and Registered Office
Every Illinois LLC needs a registered agent to accept legal documents and government notices. The agent must be either an Illinois resident or a business entity authorized to operate in the state.3Illinois Secretary of State. Information for Forming an LLC Online
The registered office must be in Illinois and must have a street address. A P.O. Box alone won’t be accepted, and neither will a “c/o” address.1Illinois Secretary of State. Illinois Limited Liability Company Act – Articles of Organization The registered office must match the agent’s business office. Same address, no exceptions.2Illinois Secretary of State. Guide for Organizing Domestic Limited Liability Companies
Principal Place of Business
The principal place of business address can be in Illinois or in another state. The statute does not require an Illinois address here.4Illinois General Assembly. Illinois Code 805 ILCS 180/5-5 – Articles of Organization
Management Structure
Decide before filing whether the LLC will be member-managed or manager-managed. In a member-managed LLC, every owner has authority to make business decisions. In a manager-managed LLC, only designated managers run daily operations, and those managers don’t have to be owners. The form requires the name and business address of every manager and any member who holds manager-level authority.4Illinois General Assembly. Illinois Code 805 ILCS 180/5-5 – Articles of Organization
Organizer
The organizer is whoever signs and submits the form. The organizer does not have to be a member; an attorney or a formation service can do it. The form requires each organizer’s name and address.4Illinois General Assembly. Illinois Code 805 ILCS 180/5-5 – Articles of Organization
Working Through the Form
You can download the paper form from ilsos.gov or file through the online portal at apps.ilsos.gov/llcarticles/. If you’re filing on paper, type or print clearly. Illegible handwriting is one of the routine reasons filings come back.1Illinois Secretary of State. Illinois Limited Liability Company Act – Articles of Organization
The articles are numbered and short:
- Article 1 — LLC Name. Enter the full name with the designator. Verify availability first.
- Article 2 — Registered Agent and Office. The agent’s name and the Illinois street address of the registered office.
- Article 3 — Effective Date. Leave blank to be effective on the filing date, or specify a later date up to 60 days after filing.4Illinois General Assembly. Illinois Code 805 ILCS 180/5-5 – Articles of Organization
- Article 4 — Duration. Most filers choose “perpetual.” Enter a specific end date only if you want the LLC to dissolve automatically on that date.4Illinois General Assembly. Illinois Code 805 ILCS 180/5-5 – Articles of Organization
- Article 5 — Purpose. Most LLCs state “the transaction of any or all lawful businesses.” A professional LLC must list the specific licensed service instead.1Illinois Secretary of State. Illinois Limited Liability Company Act – Articles of Organization
- Article 6 — Management. Check member-managed or manager-managed and list the names and business addresses of managers or of members with manager authority.
- Article 7 — Member Confirmation. Affirm that the LLC has at least one member at filing, or will by the effective date.4Illinois General Assembly. Illinois Code 805 ILCS 180/5-5 – Articles of Organization
- Organizer Signature. The organizer signs and provides name and address. The signature is an affirmation under penalty of perjury that the information is true.
There is optional space for additional provisions governing internal affairs, so long as they don’t conflict with Illinois law. Most people skip this and handle internal rules in a separate operating agreement.
Filing Methods, Fees, and Timing
Online
The online portal walks you through each field and accepts Visa, Mastercard, Discover, and American Express. A payment processing fee applies on top of the filing fee, and debit cards are not recommended. You’ll get an emailed confirmation once the filing is reviewed and approved.3Illinois Secretary of State. Information for Forming an LLC Online
To use the online portal, the LLC must be a domestic entity, not one organized in another state, and must not require a specific statutory purpose clause, which mainly affects professional LLCs with specialized requirements.3Illinois Secretary of State. Information for Forming an LLC Online
By Mail
Send the original form and one duplicate copy. Pay by certified check, cashier’s check, Illinois attorney’s check, CPA’s check, or money order payable to the Secretary of State. Personal checks and cash are not accepted.1Illinois Secretary of State. Illinois Limited Liability Company Act – Articles of Organization Mail to:
Secretary of State
Department of Business Services
501 S. Second Street, Room 350
Springfield, IL 62726
What It Costs and How Long It Takes
Standard processing is $150 and takes about 10 business days. Expedited 24-hour service brings the total to $250 ($150 filing fee plus $100 expedited fee). A Series LLC costs $400 standard or $500 expedited.3Illinois Secretary of State. Information for Forming an LLC Online Expedited service is available online and in person at the Springfield or Chicago offices.
Series LLCs
Illinois allows a Series LLC, a single LLC that can establish separate “series” or “cells” within itself, each with its own members, assets, and liabilities. Debts attached to one series are meant not to reach the assets of another. The online form has a checkbox for this. The higher fee ($400 or $500) comes with added legal complexity. The Secretary of State’s office says it cannot advise whether a Series LLC is right for you and recommends consulting an attorney.5Illinois Secretary of State. LLC Articles of Organization When in doubt, file a standard LLC.
After the Articles Are Approved
Getting the stamped Articles back is the first step. Several obligations follow.
Federal EIN
Most LLCs need an Employer Identification Number to open a bank account, hire employees, and file federal taxes. Apply for free at irs.gov/modiein once your state filing is complete. The IRS issues EINs in minutes through the online application.6Internal Revenue Service. Get an Employer Identification Number
Operating Agreement
Illinois does not require an operating agreement, but going without one is risky in a multi-member LLC. The statute says members “may” enter into an agreement governing the company’s affairs, member relationships, and management.7Illinois General Assembly. Illinois Code 805 ILCS 180/15-5 – Operating Agreement Without one, statutory defaults fill the gaps, and those defaults rarely match what the owners actually intended. The agreement stays internal and is not filed with the Secretary of State.
Annual Report
Every Illinois LLC must file an annual report with the Secretary of State. The report is due before the first day of the anniversary month of your formation, so an LLC formed in June has a deadline at the end of May. The fee is $75, and a late filing brings a $100 penalty. Your first annual report is due the year after formation. LLCs with eight or more members must file the report by mail rather than online.
Personal Property Replacement Tax
LLCs taxed as partnerships or S corporations owe the Illinois personal property replacement tax at 1.5 percent of net Illinois income. LLCs taxed as corporations pay 2.5 percent. Partnerships and trusts generally file by the 15th day of the fourth month after the tax year ends; S corporations file by the 15th day of the third month. Extensions are available, but any tax owed is still due by the original date.8Illinois Department of Revenue. Personal Property Replacement Tax
Why Filings Get Rejected
The Secretary of State reviews every filing before stamping it. These are the recurring problems:
- Name conflict. The name is too similar to an existing entity. Search first.
- Missing or prohibited designator. The name lacks “Limited Liability Company,” “LLC,” or “L.L.C.,” or includes a banned term like “Inc.” or “Corp.”
- Invalid registered office. A P.O. Box without a street address, or an address outside Illinois.
- Wrong payment type. Mail filers sending personal checks instead of certified checks, cashier’s checks, attorney or CPA checks, or money orders.
- Missing duplicate copy. Mail submissions require the original plus one copy.
- Illegible handwriting. The instructions specifically call for typed or clearly printed entries.
A rejected filing does not create a legal entity. You fix the issue and resubmit, which can add weeks if you filed by mail. Online filing eliminates several of these problems because the portal validates the fields before it lets you submit.