Guide to Getting an Illinois LLC

Ready to launch your business as a limited liability company (LLC)? Illinois is a great place to do so. With its vast population, high-caliber universities, and vibrant culture, this state offers ambitious entrepreneurs a ton of opportunities.

To create an Illinois limited liability company, you’ll need to follow certain steps. And if you want to get the liability protection of an LLC while avoiding costly fines or delays, you’ll need to complete those steps carefully and correctly. 

That said, the thought of trying to form a business may make you cringe harder than hearing someone pronounce your state’s name as “Illi-noise.” But don’t worry. We’re here to guide you through the entire process, step by step.

Along the way, we’ll even explore how our services can handle much of this process for you, and help to cut through the red tape. That way, you can focus on what you do best: running your business.

How to Start an LLC in Illinois

To form an LLC, you need to:

1. Name your Illinois LLC
2. Appoint a registered agent in Illinois
3. File Articles of Organization with the Illinois Secretary of State
4. Create an operating agreement
5. Apply for an EIN

Illinois LLC Formation Process

Below, we’ll show you how to start an Illinois LLC with five key steps. We’ll also include lots of helpful information to help you position your new business for success. 

Note that these guidelines are for a domestic LLC, which is one started in the same state in which you reside. A foreign LLC is one that originated in a different state. To register a foreign LLC in Illinois, you would need to file an Application for Admission to Transact Business and follow a different process.

Step 1: Name your Illinois LLC

The first step is to name your Illinois LLC. Your business name provides potential customers and investors with their first impression of your brand. Be sure to choose a name that conveys the image you want to project, and one that you’ll want to stick with long-term.

Naming Requirements for Illinois LLCs

In addition to choosing a name that works well for your brand, you also need to follow Illinois LLC naming rules and requirements.

Under Illinois state law, an LLC name must contain one of the following designators (separate and apart from any other words or abbreviations):

• L.L.C.
• LLC
• Limited Liability Company

Note that, unlike most states, Illinois does not allow LLC business names to include the abbreviations “Ltd.” or “Co.”

The name of your LLC also cannot have a name that makes it sound like a corporation or limited partnership. That means the words “Corporation,” “Co.,” “Corp.,” “Incorporated,” “Inc.,” “Limited Partnership,” or “LP” aren’t allowed in your business name.

Your business name must be distinguishable from any other company name on record with the Illinois Secretary of State. Use our Illinois business entity search page to check online and see if your desired business name is available. (Note: In Illinois, the name of an administratively dissolved LLC is not available for use by another business until three years have passed following the notice of dissolution issuance date.)

Your Illinois LLC name can’t contain any word or phrase that implies that it’s a government agency or organized for the purpose of:

• Banking
• Insurance
• Assurance

Finally, any words that can be considered offensive are restricted from being used in an Illinois LLC name. For more naming guidelines, check with the Secretary of State’s Department of Business Services.

Reserving Your Business Name

Found the perfect business name, but aren’t quite ready to start your LLC? You can reserve your name for up to 90 days instead. That way, no one else can take it before you’re ready to officially form.

To reserve your business name in Illinois, you’ll need to file form LLC-1.15.

Get a domain name

A huge part of running a successful brand today is being available online. That’s why it’s also a good idea to make sure your desired name is also available as a URL. For example, if your first business name choice isn’t available as a domain name, but your second choice is, that could sway your decision.

Note: You may also want to check for available social media handles that align with your desired business name and snag them before anyone else does.

Illinois Assumed Business Name

If you want to conduct business under a different moniker than your official company name, you’ll need an Illinois assumed business name. Assumed business names also need to be registered with the Secretary of State.

An assumed business name is often used when an LLC wants to do things like sell/launch new product lines or open a store without having to form a whole new business entity.

Examples of when a DBA would be used include:

• A company with the official name “ABC Toys, LLC” wants to sell puzzles online as “ABC Puzzles.”
• A company with the official name “ABC Toys, LLC” wants to sell on Amazon as simply “ABC Toys.”
• A company with the official name “XYZ Computers, LLC” wants to sell MacBooks on eBay as “XYZ Macs.”

Note: Assumed business names are also known as “doing business as” (DBA) names, fictitious business names, or trade names in other states.

Trademarks

Even if the Secretary of State database shows that your desired LLC name is available, that doesn’t mean you’re clear to use it. Business names can be trademarked at both the state and federal levels.

That’s why it’s also a good idea to check with the U.S. Patent and Trademark Office. By using the website’s search engine, you can check to see if your desired name has already been federally trademarked.

For state-level trademarks and service marks, you can check with the Illinois Secretary of State.

Step 2: Appoint a registered agent in Illinois

All LLCs in Illinois are required to have a registered agent. A registered agent is an individual or or business entity who receives important legal notices on behalf of your business.

Your Illinois registered agent must:

• Reside in Illinois or be an entity authorized to conduct business in the state
• Have a physical address in Illinois (a P.O. box will not suffice)

A registered agent’s responsibilities include:

• Being available during regular business hours to receive notices (service of process)
• Accepting legal notices and important government mail

Can I serve as my own registered agent? 

Legally, you can serve as your own LLC’s registered agent, but there are several reasons why this isn’t the best idea. Just two of the pitfalls include:

• Having to be available during regular business hours at all times can be inconvenient.
• Being served with a notice that your LLC is being sued or has had legal action taken against it in front of clients or investors could be embarrassing and even damaging to your brand.

Benefits of Using a Registered Agent Service

Many LLC owners opt to use a professional registered agent service. The benefits of registered agent services like ours include:

• Not having to change your registered agent address when your business relocates
• Avoiding the embarrassment of being served with legal documents or notices in front of other people
• Staying compliant with the Illinois Secretary of State’s registered agent requirement
• Knowing all service of process notices will be received and passed along in a timely manner

A professional service can go a long way toward giving you peace of mind and more freedom to focus on running your business. Use our Illinois registered agent services to keep your LLC organized and compliant with the state’s requirements.

What if the state can’t find my Illinois statutory agent?

If your registered agent office address can’t be reached, you could incur the wrath of the state. Failure to maintain a registered agent could even result in the forced dissolution of your LLC.

Not having a dependable registered agent address on file could also result in you not receiving notice that your business is being sued or has had legal action taken against it.

That’s why acting as your own registered agent or asking a friend or family member to do so can be risky.

Step 3: File Illinois Articles of Organization

The next step is to file Articles of Organization. Your Illinois Articles of Organization (Form LLC-5.5) are the formation documents that officially register your LLC. To form your LLC, you’ll file these documents with the Illinois Secretary of State Department of Business Services, Limited Liability Division, and pay your filing fee ($153). You can file your Articles of Organization via mail, in person, or by completing the online application.

If you choose to mail your documents, send them to:

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

Information Needed for Your Illinois LLC Articles of Organization

Your Articles of Organization should include the following:

• LLC Name: Must include an LLC designator.
• Business Address: The principal place of business.
• Effective Date: Typically, the LLC’s existence begins when filed, but a later date (up to 60 days) can be specified.
• Registered Agent: Name and address.
• LLC Purpose: Brief description of business activities.
• Term of Existence: Default is perpetual unless specified otherwise.
• Management Structure: Indicate if member-managed or manager-managed.
• Organizer(s) Information: Name and signature of each organizer.
• Additional Provisions: Any other relevant details (optional).

Illinois requires all Articles of Organization to be submitted in duplicate, and all responses to be typed or printed in black ink.

Organizers

An LLC can be formed by one or more organizers. An organizer can be an individual who is over the age of 18, or a business entity. Each individual acting as an organizer must sign the Articles of Organization. The names of each organizer must also be typed or printed in the correct section.

If a business entity acts as an organizer, the exact name of the business must be provided, as well as the typed or printed name and the signature of the individual acting on behalf of the entity.

Expediting Your Filing

The Secretary of State generally takes approximately 10 days to process and approve Illinois Articles of Organization. However, you can also expedite your filing to 24-hour service (excluding weekends and holidays) for an additional fee. Visit the ilsos.gov website for more information on filing your LLC Articles of Organization.

Amending Articles of Organization

You only need to file your Articles of Organization once. But if you need to make changes later (such as changing your registered agent address), you’ll need to file LLC Articles of Amendment.

If you do need to file an amendment, we have an amendment filing service that can handle it for you as well. Our Worry-Free Compliance service also includes two amendment filings per year.

Series LLCs

Illinois is also one of the few states that allow Series LLCs. A Series LLC is when you register a main LLC, as well as one or more off-shoot LLCs. A common example of when Series LLCs are applicable is when an entrepreneur owns multiple rental properties and wishes to separate the liability of each property.

Note: We do not offer formation of Series LLCs at this time.

Step 4: Create an operating agreement

The next step is to create an Illinois operating agreement. While not required by Illinois state law, an operating agreement lays out how your LLC will be run.

Illinois Operating Agreement Benefits

The benefits of an LLC operating agreement are extensive. They include:

• Helping you to avoid disagreements over assets and responsibilities
• Giving you the ability to customize company rules and procedures (for instance, without an operating agreement, your LLC management structure will default to member-managed)
• Spelling out the details of how your business will be operated and managed
• Creating a succession plan in case members leave the company or pass away
• Making your business look more legitimate in the eyes of the courts

What should I include in my LLC operating agreement?

Your operating agreement should include all pertinent details about how your business will be run, such as:

• The management structure of your Illinois LLC (member-managed or manager-managed)
• A succession plan in case your members leave or pass away
• Ownership allocation (who gets what share of profits)
• The process for admitting new members
• Who has authority to act on behalf of the business
• Plans for dissolution and winding up

Using an Operating Agreement Template

Trying to brainstorm every little thing you need to include in your operating agreement can seem overwhelming, especially if you’re starting from scratch. That’s why we offer an operating agreement template to help get you started.

Do I need an operating agreement even if I’m the only owner?

Owners of single-member LLCs often wonder if they need an operating agreement, since they are the only owner.

The simple answer is that operating agreements are still helpful. For starters, potential investors, future business partners, and others may want to see your operating agreement.

Furthermore, having an operating agreement could help you out if someone takes you to court to claim that you and your LLC are actually the same entity (and thus go after your personal assets). That’s because, without operating agreements, single-member LLCs tend to look more like sole proprietorships in the eyes of the court. But by creating an operating agreement, you show the court that you’ve taken the time to draw up official internal documents for your business. This helps to further separate your business entity from you as an individual.

Step 5: Apply for an EIN

Finally, you need to obtain an Employer Identification Number (EIN). This is also known as a Federal Employer Identification Number (FEIN) or Federal Tax Identification Number (FTIN). Much like a Social Security number (SSN) does for individuals or sole proprietors, your EIN identifies your business to the Internal Revenue Service (IRS). Small business owners need this number to do things like pay business taxes, open a business bank account, or hire employees.

Can filing as an S corp lower my taxes?

One of the biggest benefits to forming an LLC is the business structure’s flexibility. From management structure to day-to-day operations, LLCs have a lot of leeway in how they are run.

This flexibility is also apparent in how the business structure is taxed. By default, LLCs are usually taxed as either a sole proprietorship (for single-member LLCs) or a general partnership (for multi-member LLCs). However, LLC owners can also opt to be taxed as a C corp or S corp.

Being taxed as a C corp means you’re subject to double taxation. That said, this option can still save certain LLC owners money by qualifying them for a wide range of tax deductions. For example, insurance premiums can be written off as a tax deduction when filing as a C corp.

On the other hand, filing as an S corp (which is short for “Subchapter S Corporation”) offers both pass-through taxation and the potential to save money on self-employment taxes. It does this by allowing you to be an “employee-owner” and split your income into your salary and your share of the company’s profits. Then, you’ll pay self-employment taxes on your salary, but not your profits. (You’ll still have to meet the rest of your tax obligations for your profits, of course.)

That said, the IRS scrutinizes S corps closely, and qualifying to file as one is more difficult because of the additional restrictions. You’re also more likely to get audited as an S corp.

While it’s possible that one of these scenarios will work for you, it’s no secret that taxes are complicated. You should consult with a tax professional before making any decisions for your business.

Navigating Post-Formation Tasks

Congratulations on successfully forming your LLC in Illinois! As your business venture takes shape, there are crucial next steps to ensure ongoing compliance and operational efficiency. Here’s a guide to help you navigate post-formation tasks:

File an annual report: In Illinois, LLCs are required to file an annual report with the Secretary of State. The report confirms your LLC’s current information, including the registered agent and office address. It’s typically due each year by the first day of your LLC’s anniversary month. Failure to file on time can result in penalties and even dissolution of your LLC, so mark your calendar.

Open a business bank account: One of the major benefits of forming an LLC is the separation of your personal assets and business assets. In order to get the most out of this benefit, it’s important that you avoid commingling funds. That’s why you’ll want to open a business bank account for managing the finances of your LLC in Illinois. 

Pay state taxes: Comply with state tax obligations. Depending on your business activities, this may include sales tax, employment tax, or other state-level taxes. Ensure you understand the specific tax requirements for your industry and location.

Maintain records: Keep thorough and organized records of your LLC’s financial transactions, contracts, and important documents. This not only ensures compliance but also helps with business decision-making and financial planning.

Get and renew licenses and permits: Obtain the necessary licenses and permits for your business and renew them regularly. Ensure they are up to date and renew them as required. Failure to maintain the necessary licenses can lead to legal issues.

Update changes promptly: If your LLC undergoes changes such as a new address, members, or registered agent, update this information with the Illinois Secretary of State promptly to avoid potential complications.

Seek professional advice: Consulting with legal and financial professionals can provide valuable insights into your LLC’s ongoing compliance and growth strategies. They can help you navigate the intricacies of Illinois business regulations and tax requirements.

Costs Associated with Illinois LLC Formation

Illinois Tax Incentives and Advantages

For entrepreneurs eyeing Illinois for their LLC, the state not only offers a welcoming business environment but also several tax incentives and advantages. Let’s delve into what these entail:

1. Business Incentives

Illinois has expanded its business incentives in 2023, designed to attract and support job creators and business growth. Among these are the $400 Million Closing Fund, offering discretionary cash assistance for significant investments, and a range of incentive programs such as REV Illinois and EDGE, which provide enhanced benefits for eligible businesses​​.

2. Pass-Through Taxation

A key benefit of Illinois LLCs is pass-through taxation. Profits are taxed at the individual level, bypassing double taxation. This often results in lower tax rates compared to corporate taxes and simplifies the tax filing process​​.

3. State Income Tax

LLC earnings are subject to Illinois’s flat state income tax rate of 4.95%. This rate applies to all, making tax planning more straightforward. LLC owners can also leverage standard deductions and tax credits, which can lead to further tax savings​​.

4. Sales Tax Considerations

If your LLC sells goods or services, you’ll need to collect Illinois’s 6.25% state sales tax. In cities like Chicago, local sales taxes are additional. It’s crucial for businesses to manage these tax responsibilities effectively​​.

5. Franchise Tax Phase-Out

Illinois is in the process of phasing out its franchise tax by 2025. Currently, the tax is set at 0.1% of paid-in capital, with the first $100,000 exempted. This change is particularly beneficial for smaller businesses​​.

6. Personal Property Replacement Tax

For larger LLCs with net Illinois income over $250,000, the Personal Property Replacement Tax (PPR) applies. This tax is calculated at a rate of 1.5% for partnerships, trusts, and S corporations, based on the current value of personal property​​.

These incentives and advantages make Illinois a tax-efficient option for LLC formation. While offering a flexible business structure, Illinois also provides opportunities to optimize your tax situation. For more detailed information, visit the Illinois Department of Commerce and Economic Opportunity website for Business Incentives at illinois.gov and consult a tax professional to best understand how these benefits apply to your business scenario.