Illinois: Domestic LLC Formation Filing Requirements

Requirements one by one

Governing law and filing record

Illinois uses Articles of Organization under the Limited Liability Company
Act. Section 5-5 (805 ILCS 180/5-5) supplies the required public fields, and the
Secretary of State's current paper record is Form LLC-5.5.

This row covers an ordinary domestic LLC, not a professional, low-profit, or
series-capable company.

Organizer and signature

Under 805 ILCS 180/5-1, one or more persons may organize the company, but a
natural person under 18 may not. An organizer need not be a member.

Section 5-45 (§ 5-45(b)-(d)) requires the organizer or organizers to sign,
states that the signer's name and capacity appear with the signature, and makes
execution a perjury-backed affirmation of truth and authority. The form also
collects each organizer's address and, for an entity organizer, the entity name.

Required entity and purpose terms

The articles state the LLC name, principal place of business, purpose,
member-at-effectiveness confirmation, and duration. Under § 1-10(a), the name
uses “Limited Liability Company,” “L.L.C.,” or “LLC” and excludes the listed
corporation, company-abbreviation, and limited-partnership terms.

The purpose may be the transaction of any or all lawful LLC businesses. Duration
is perpetual unless another term is stated.

Addresses and service fields

The principal place of business may be inside or outside Illinois, but the
articles state its address. Current Form LLC-5.5 rejects a P.O. box or “c/o”
alone for that field.

The articles separately state the registered agent's name and Illinois
registered-office address. Agent eligibility and the identical-office rule are
covered in the registered-agent survey.

Management and owner disclosure

Illinois makes management authority public at formation. Under
§ 5-5(a)(5), the articles state the name and business address of every manager and
every member having the authority of a manager.

Members who do not have manager authority are not listed merely because they
own an interest. The filing therefore discloses a management-authority group,
not necessarily every owner.

Optional and restricted provisions

Under § 5-5(a)(8), the articles may include other provisions not inconsistent with law for the
LLC's internal affairs, including provisions allowed in an operating agreement.
The current form provides an optional Article 7 and permits extra standard-size
sheets when more space is needed.

A nonperpetual duration or operating-agreement dissolution date may also be
stated. Special-purpose language and approvals can apply to regulated LLCs
outside this ordinary-company scope.

Filing method, fee, and attachments

Eligible ordinary LLCs may file online. The paper route uses Form LLC-5.5 in
duplicate, with at least one originally signed copy. The base fee is $150
under § 50-10(b)(1); the online route adds a payment-processor fee, and faster
service has a separate charge.

The current ordinary form and guide list no separate mandatory attachment.
Extra provisions may be attached, and specialized names or regulated purposes
can require approval outside this ordinary filing.

Formation and effective date

Under § 5-5(b), the LLC is organized when the Secretary of State files the
articles or on a stated later date no more than 60 days after filing.
Under § 5-40(a), the filed copy is conclusive evidence, except against the
State, that the organizers satisfied the conditions precedent.

If the articles name a later date, § 5-40(b) allows withdrawal on or before
that date. The withdrawal is executed in the same manner as the articles.

Publication and initial follow-up

The current formation statute, Form LLC-5.5, and Secretary guide state no
newspaper-publication or proof-of-publication filing for an ordinary LLC.

The first annual report comes in the next anniversary cycle. Under
§ 50-1(b), it is delivered during the 60 days immediately before the first day
of the anniversary month; the current fee is $75 under § 50-10(b)(11).
Later cycles belong to the annual-report survey.

What trips people up

The articles identify management authority, not just management type.
Illinois requires actual names and business addresses for every manager and
each member who has manager authority. A generic “manager-managed” statement
does not satisfy § 5-5(a)(5).

At least one member must exist at effectiveness. The articles confirm that
the company has a member at filing or will have one on a delayed effective
date. Organizer status alone does not satisfy that condition.

A delayed filing can be withdrawn. The 60-day option is not irrevocable.
Section 5-40 permits a properly executed withdrawal filed no later than the
chosen effective date.

Pending bills could change two address/report details. HB 4341 and SB 2816
would create a conditional principal-office use of the registered agent's
address. SB 3609 would shorten the annual-report filing window to 30 days, and
HB 1604 would waive some young LLCs' annual-report fees. None has passed.

Common questions

Can an organizer be a business entity? Yes. The Secretary's guide
recognizes a partnership, LLC, or corporation as an organizer and requires the
signing representative's name and capacity.

Must every member appear in the articles? No. A member appears in the
management list only when that member has the authority of a manager.

Does the $150 fee include the annual report? No. The $150 forms the LLC;
the separate $75 report follows in the annual anniversary cycle.

Statutes and sources

• 805 ILCS 180/5-1 and 5-5 — organizer eligibility, membership condition,
  required and optional article terms, public management disclosure, and
  60-day delayed date.
  https://www.ilga.gov/documents/legislation/ilcs/documents/080501800K5-5.htm
  (accessed 2026-07-29)
• 805 ILCS 180/1-10 — LLC name designator, prohibited entity terms, and
  distinguishability.
  https://www.ilga.gov/documents/legislation/ilcs/documents/080501800K1-10.htm
  (accessed 2026-07-29)
• 805 ILCS 180/5-40 and 5-45 — effect of filing, withdrawal before a
  delayed date, organizer execution, signer identity/capacity, and affirmation.
  https://www.ilga.gov/documents/legislation/ilcs/documents/080501800K5-40.htm
  (accessed 2026-07-29)
• 805 ILCS 180/50-1 and 50-10 — annual-report window plus current $150
  articles and $75 report fees.
  https://www.ilga.gov/documents/legislation/ilcs/documents/080501800K50-1.htm
  (accessed 2026-07-29)
• Illinois Secretary of State, Form LLC-5.5 and domestic LLC guide —
  current filing fields, duplicate paper filing, original signature, fee,
  publication absence, and anniversary reporting.
  https://www.ilsos.gov/content/dam/publications/pdf_publications/llc55.pdf
  (accessed 2026-07-29)
• Illinois General Assembly, HB 4341, SB 2816, SB 3609, and HB 1604 —
  pending principal-office and first-report changes described above.
  https://www.ilga.gov/Legislation/BillStatus?DocNum=4341&GAID=18&DocTypeID=HB&LegId=164871&SessionID=114&Print=1
  (status checked 2026-07-29)