Form a Domestic Limited Liability Company in Illinois – Illinois Limited Liability Company Act Articles of Organization (Form LLC 5.5)

The Illinois Limited Liability Company Act Articles of Organization Form LLC 5.5 may be filed with the Illinois Secretary of State Department of Business Services Limited Liability Division either by mail or online. This form will carry a Filing Fee of $500.00. This may be paid with a certified check, Illinois attorney or C.P.A. check, cashier’s check, or money order. If filing online you must pay with a credit card. The ability to file online will depend upon the Limited Liability Company’s structure. For instance, if there are more than eight Manager’s or if this is a series Limited Liability Company then you may only file by paper. It should be noted that a series Limited Liability Company will require Form 5.5(s) and a Filing Fee of $750.00. It will have specific binding language and will depend upon the additional provisions attached to satisfy the basic requirements.

Generally it will take around two weeks for the Filing to be reviewed and filed if successful. An Expedited Service is available if requested in person for an additional $100.00. While this may at times expedite the service to roughly 24 hours, it may take several days during periods of time where the office has a heavy workload. You may make such requests at the Illinois Secretary of State Office in Chicago.

 

How To File Online

Step 1 – Go to the Illinois Secretary of State’s Cyberdrive Articles of Organization page here (http://www.cyberdriveillinois.com/departments/business_services/organization/llc_instructions.html). Read the instructions carefully. You may only file the Illinois Articles of Organization electronically if the formation does not require additional Provisions, the forming Limited Liability Company intends to operate indefinitely, there is no more than one Organizer, and has more than eight Managers or Managing Members. If you meet the criteria on this page, select the button near the bottom labeled “File.”

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Step 2 – If you wish to form a Limited Liability Company that is standard (without Series) then select the first radio button. If you wish to form a Limited Liability Company that will have Series within it, then select the second radio button. When you are ready, select “Continue.” Note: For our purposes, select the first radio button.

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Step 3 – This page will verify the Limited Liability Company being formed will become Effective upon the Filing Date, will have a standard Legal Purpose, will have a Perpetual Existence, and will not need to include additional Provisions. If this is true then select the radio button labeled “Yes.” If not, you will need to form the Limited Liability Company by mail. When you are ready, select the button labeled “Continue.”

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Step 4 – On this page, you must enter the Full Name of the Limited Liability Company being formed. This Name must be unique in the State of Illinois. Additionally, it must indicate the business status of the Limited Liability Company by using a suffix such as “Limited Liability Company,” “LLC,” or an acceptable variation. When you are ready, select the button labeled “Continue.”

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Step 5 – This page shall state the terms of the transaction taking place. Read this page carefully, then select button labeled “Continue.”

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Step 6 – Next, you will need to report the Address of the Principal Place of Business or the Principal Office. Several fields have been provided to this end: Street Address, P.O. Box, City, State/Country, and Zip Code. You will only have thirty characters in the “Street Address” field, however you may abbreviate. The P.O. Box field is optional. When you have entered the Address of the Principal Office of this business, you may select the “Continue” button to progress to the next section.

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Step 7 – This screen, “Registered Agent and Registered Office,” will require the Full Name of the Illinois Registered Agent who will accept Service of Process on behalf of the forming Limited Liability Company entered in the field labeled “Agent.” Below this you will be given several fields to report the Complete Address of the Illinois Registered Agent. Use the “Address” field to enter the Street Address, if there is a PO Box or a Unit Number then use the “P.O. Box” field to report it, use the “City” field to enter the City. Then, use the “Zip Code” field to report the Zip Code of this party. When you are done select the button labeled “Continue” to proceed.

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Step 8 – It is now time to define how the Limited Liability Company is being managed. If this is a Manager-managed Limited Liability Company, then select the first radio button (“a”). If this is a Member-managed Limited Liability Company, then select the radio button labeled “b.” When you are ready, select the button labeled “Continue.”

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Step 10 – The “Names and business addresses of managers” page, will require the Managers of the forming Limited Liability Company (regardless of whether they are Members or Managers) be documented. There will be a table provided where you may enter the Name and Business Address of one Manager on each row. You may only report eight Mangers but this must be a full Roster. Thus if the forming Limited Liability Company has more than eight managers, then you must file by paper. Otherwise, enter a Manager’s Full Name (Last Name, First Name, MI) in the first column, the Street Address (Building Number, Street, Unit Number) in the second column, the City in the third column, the State in the fourth column, and the Zip Code of the Manager being reported in the fifth column.

Step 11 – This last page will provide the Binding Effect to the Organizer who,is submitting this paperwork. In order to provide an Electronic Signature, the Signature Party must type in his or her Name in the field labeled “Name.” Just below the Name, the Signature Party must use the “Address,” “City,” “State,” and “Zip Code” fields to report his or her full Address. Once you are ready, select the “Continue” button so that you may verify the accuracy of the information on a review screen then enter your payment information. This will require the payment of a $500.00 Filing Fee + $100.00 Expediting Fee to be paid (all online submissions are considered Expedited). This document will not be processed unless payment has been remitted and the submission process should not be considered completed until payment confirmation has been received.

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Step 12 – One day before the Anniversary Month of the Limited Liability Company’s Registration (Date of Effect), Limited Liability Companies must file their Annual Report. You may do so online here:  http://www.ilsos.gov/llcarpt/. To File by Mail, you will need to download then submit this form: Form 50.1

 

How To File

Download Form

Step 1 – Download the Illinois Limited Liability Company Act Articles of Organization by selecting the link above or by clicking here: Form LLC-5.5. You may fill in the information on screen with an appropriate PDF program or by printing it then typing in the information.

Step 2 – In Article 1, document the Full Name of the Limited Liability Company being formed.

Step 3 – In Article 2, the Complete Address of the forming Limited Liability Company’s Principal Office must be documented properly. This must be an actual Address and may not contain a P.O. Box.

Step 4 – In Article 3, Name the Date of Effect for the Articles of Organization being submitted. If the Effective Date is to be the same as the Filing Date then mark the first box. If it should be at a later time, then place a mark in the second check box and enter a Date between the Filing Date and Sixty Days past the Filing Date on the space provided.

Step 5 – In Article 4, The Identity of the Illinois Registered Agent must be reported on the blank line labeled “Registered Agent.” This line will be divided into several areas: First Name, Middle Initial, and Last Name. Make sure to fill in the Identity of the Illinois Registered Agent utilizing these labels.

Step 6 – The Physical Address of the Illinois Registered Agent must also be documented in Article 4. This may be done on the Address Lines labeled “Registered Office.” You will need to enter the Address of the Physical Location by entering the Building Number in the area labeled “Number,” entering the Street in teh area labeled “Street,” and the Unit Number in the area labeled “Suite #.” On the second address line you will only need to fill in the City and Zip Code since the Illinois Registered Agent must maintain a physical location in the State of Illinois.

Step 7 – In Article 5, the Purpose of the Limited Liability Company must be reported. If this is a Professional Limited Liability Company, you must also indicate the Addresses of the any office not listed in Article 2 providing those services.

Step 8 – If the Limited Liability Company being formed will only operate for a set amount of time, then report the Date of Dissolution on the space provided in Article 6. If not, then you may leave this space blank.

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Step 9 – Article 7 is optional. If there are any Provisions concerning the internal affairs of the Illinois Limited Liability Company being formed they may be reported here. If not, you may leave this area blank.

Step 10 – Article 8 requires a definition of who will manage the Limited Liability Company being formed. If this entity will be managed by Managers then mark the box labeled “a” and list the Full Name and Complete Address of each Manager. If this entity will be managed by Members, then mark the box labeled “b” and list the Full Name and Complete Address of the Members managing the company in the spaces provided.

Step 11 – Article 9 will provide the binding effect for the Organizer, Submitter, or Authorized representative. First, on the line labeled “Dated,” report the Month, Day, and Year this document is being signed. Below this at least one Organizer, Submitter, or Authorized Representative must Sign his or her Name on the line labeled “Signature,” Type or Print his or her Name on the line below this, (if applicable) report his or her Title with the forming entity or interested entity, and provide his or her Complete Address. There is enough room for two however you may provide an attachment with the necessary Signatures for a Full Roster.

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Step 12 – This form must be submitted in duplicate so make of the completed document then have the Organizer, Submitter, or Authorized Representative sign the additional copy. When ready, you may submit this by mail with a payment of $500.00 (Filing Fee). This payment may be made with a certified check, cashier’s check, Illinois attorney’s check, C.P.A check or a money order. Any such payment must be made payable to “Secretary of State.”

Mail To:

Department of Business Services
Limited Liability Division
501 S. Second Street, Room 351
Springfield, IL 62756

Step 13 – You will need to make sure all requirements placed on a Limited Liability Company are fulfilled with the Illinois Secretary of State are fulfilled. One staunch requirement is the Annual Report. The first Annual Report of a newly formed Limited Liability Company is due one day prior to the one year anniversary of the month it formed. Six weeks before this paperwork is due, a version of the Annual Report will be delivered to the Registered Agent at the Registered Office. You may obtain a copy of the Illinois Annual Report here: Form LLC 50.1