Articles of Organization LLC Illinois

What Are Illinois Articles of Organization?

The Articles of Organization in Illinois, also known as the Certificate of Formation, are the foundational documents required to legally establish a Limited Liability Company (LLC) in the state. These documents serve as a formal declaration of the LLC's existence and outline essential details about the company, such as its name, purpose, and management structure. The Articles of Organization are governed by the Illinois Limited Liability Company Act, specifically under 805 ILCS 180/5-5. For more information, visit the Illinois Secretary of State's LLC formation page.

Are Illinois Articles of Organization Required?

Yes, filing the Articles of Organization is mandatory for forming an LLC in Illinois. According to 805 ILCS 180/5-5, an LLC is not legally recognized until these documents are filed with the Illinois Secretary of State. Failure to file the Articles of Organization means the LLC does not legally exist, and the business cannot operate under the LLC structure, which includes the benefits of limited liability protection.

Information Required in Illinois Articles of Organization

Name Requirements

The LLC name must include the words "Limited Liability Company" or the abbreviations "LLC" or "L.L.C." as per 805 ILCS 180/1-10. The name must be distinguishable from other entities registered in Illinois. Certain words, such as "bank" or "insurance," may require additional approval from relevant state agencies. To check name availability, use the Illinois Secretary of State's name availability search tool.

Illinois Registered Agent and Registered Office

An LLC must designate a registered agent and a registered office in Illinois. The registered agent can be an individual resident or a business entity authorized to do business in Illinois, as stated in 805 ILCS 180/1-35. The registered office must be a physical address in Illinois, not a P.O. Box. The agent must consent to their appointment, and more information can be found in the registered agent FAQs.

Management Structure

The Articles of Organization must specify whether the LLC is member-managed or manager-managed. This choice affects the governance of the LLC and must be clearly stated in the formation documents, as outlined in 805 ILCS 180/15-1. The names and addresses of the managers or members may also be required.

Organizer Information

An organizer is responsible for filing the Articles of Organization. There are no residency requirements for organizers in Illinois, and only one organizer is necessary. The organizer's name and address must be included in the filing.

Purpose Statement

Illinois allows for a general purpose statement, which means the LLC can engage in any lawful business activity. However, if the LLC is involved in licensed professions, additional documentation may be required. For more information, refer to the professional entity forms.

Certificate of Formation Effective Date

The Articles of Organization become effective upon filing unless a delayed effective date is specified, which cannot exceed 60 days from the filing date, as per 805 ILCS 180/5-45.

How to File Illinois Articles of Organization

Online

The Illinois Secretary of State offers an online filing system called CyberDrive Illinois, available 24/7. The processing time is typically faster than mail, and payment can be made via credit card. A step-by-step guide is available on the portal, and a convenience fee may apply.

Mail

To file by mail, send the completed Articles of Organization to:

Illinois Secretary of State
Department of Business Services
501 S. Second St., Rm. 351
Springfield, IL 62756

Include the required number of copies and a check payable to the "Secretary of State." Processing time may vary, and the original documents will be returned to the filer.

Illinois Articles of Organization Filing Fee

The filing fee for the Articles of Organization is $150. For the official fee schedule, visit the Illinois Secretary of State's fee page. Additional fees may apply for expedited processing or credit card payments. All fees are non-refundable.

What Happens After Filing Illinois Articles of Organization?

Once filed, the LLC is legally recognized as a separate entity. The filer will receive a stamped copy of the Articles of Organization as evidence. The LLC must obtain a Federal Employer Identification Number (EIN) from the IRS. State tax registration may be required through the Illinois Department of Revenue. An operating agreement is recommended, though not mandatory. The LLC must file an annual report with the Secretary of State and comply with ongoing obligations, including necessary licenses and permits.

Common Mistakes When Filing Illinois Articles of Organization

1. Name Availability Issues: Ensure the LLC name is unique and complies with state requirements. Use the name availability search tool to avoid rejection.
2. Missing Required Information: Double-check that all sections of the Articles of Organization are completed, including the registered agent's consent.
3. Incorrect Fees: Verify the correct filing fee and include it with the submission to prevent delays.
4. Invalid Registered Agent: Ensure the registered agent meets state requirements and has consented to the role.
5. Restricted Terms Without Approval: Obtain necessary approvals for restricted terms like "bank" or "insurance" before filing.
6. Unsigned Documents: Ensure the Articles of Organization are signed by the organizer.
7. Wrong Forms for Professional Services: Use the correct forms for professional LLCs, available on the professional entity forms page.
8. Delayed Effective Date Errors: If specifying a delayed effective date, ensure it does not exceed 60 days from the filing date.

Additional Resources

• Illinois Secretary of State Main Page
• Business Division/Formation Page
• Illinois Compiled Statutes
• Online Filing System
• Illinois Department of Revenue
• Contact: Phone: 217-782-6961, Email: Contact Form

This article provides general information about Illinois LLC formation requirements under the Illinois Limited Liability Company Act. It is not intended as legal advice. Persons forming an LLC should consult with a private attorney regarding their specific circumstances.