Form a Foreign Limited Liability Company in Illinois – Illinois Limited Liability Company Application for Admission to Transact Business (Form LLC – 45.5)

The Illinois Limited Liability Company Application for Admission to Transact Business (Form LLC-45.5) must be submitted to the Illinois Secretary of State Department of Business Services before a foreign Limited Liability Company seeks to conduct business in the State of Illinois. The foreign Limited Liability Company wishing to apply for the right to Transact Business in the State of Illinois will also need to submit a Certificate of Good Standing or a Certificate of Existence. This may only be obtained by the government body the foreign Limited Liability Company has formed in. This must be issued within sixty days of the application date and must be an official dated document.

The Filing Fee for the Illinois Application for Admission to Transact Business is $500.00. This may be paid for with a certified check, cashier’s check, money order, Illinois attorney check, or an C.P.A. check payable to the “Secretary of State.”

How To File By Mail

Download Form

Step 1 – Download the Illinois Limited Liability Company Application for Admission to Transact Business by selecting the above link (labeled “Download Form”) or by clicking here: Form LLC-45.5.

Step 2 – In Item 1, list the Full Legal Name of the foreign Limited Liability Company applying for the Certificate of Authority on the blank line provided.

Step 3 – If the applying entity cannot use its Full Legal Name in the State of Illinois then it must operate under an assumed Name. If this is the case then report the Full Name the foreign Limited Liability Company will operate under in the State of Illinois.

Step 4 – In Item 3, report the jurisdiction the foreign Limited Liability Company formed in on the blank space provided.

Step 5 – In Item 4, enter the Date the foreign Limited Liability Company was officially formed on the space provided.

Step 6 – If the foreign Limited Liability Company intends to dissolve, then enter the Dissolution Date on the blank line in Item 5. If there is no exact Dissolution Date, but a time period, then report the time period the filing entity will operate for on the blank line provided.

Step 7 – The Physical Address of the foreign Limited Liability Company’s Principal Office must be documented on the blank lines provided in Item 6. The blank lines provided will be divided into several areas: Number, Street, Suite Number, City, State, and Zip Code. Use these areas to enter the appropriate components of this Address.

Step 8 – In Item 7, enter the Full Name of the Illinois Registered Agent obtained by the foreign Limited Liability who has agreed to receive Service of Process on its behalf. Do this on the first line (Labeled “Registered Agent”). Then on the set of lines labeled “Registered Office,” enter the Complete Address of the Physical Location in the space provided. This may not have a PO Box but must contain the Building Number, Street, Suite Number, City, and Zip Code.

Step 9 – In Item 8 is conditional. If the foreign Limited Liability Company conducted any business in the State of Illinois then report the Date on the blank space in the space provided.

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Step 10 – Item 9 will require the Purpose of the Limited Liability Company to be reported. Document the reason its operations in the State of Illinois and how it will go about its business.

Step 11 – In Item 10, check the first box if this is a Manager-managed Limited Liability Company then provide a Roster of the Managers’ Names and Addresses. if the foreign Limited Liability Company is Member-Managed then place a check mark in the second box and provide a Roster of the Names and Addresses of the Managing Members.

Step 12 – Items 11 through 13 will bind the foreign Limited Liability Company to the statements with the Illinois Limited Liability Company Act, providing a Certificate of Good Standing or Existence issued within the last sixty days, and the information provided in this document.

Step 13 – At the bottom of the page, the Signature Party must provide a Date of Signature, Signature and Printed or Typed Name. Below this the Signature Party must report his or her Title or Capacity with the filing entity. If the Signature Party is signing for a separate entity then he or she must indicate the Identity of that company and whether it is a Member or Manager of the foreign Limited Liability Company.

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Step 14 – Next you must submit the Certificate of Good Standing or Existence obtained from the foreign Limited Liability Company’s governing body within the past sixty days with two copies of the Illinois Application for Admission to Transact Business and any additional paperwork to the Illinois Secretary of State. This must be accompanied by a full payment of the $500.00 Filing Fee. This may be remitted with a certified check, cashier’s check, an Illinois attorney or C.P.A. check, or money order payable to “Secretary of State.”

Mail To:

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

Step 15 РEvery year, one day before the Anniversary Month all Limited Liability Companies in the State of Illinois must file an Annual Report. This may be done here: http://www.ilsos.gov/llcarpt/. You may also file by mail but you will need this form: Form 50.1