LLC Articles of Organization
- Please review Form LLC-5.5 and A Guide to Organizing a Domestic Limited Liability Company.
- An LLC may be formed electronically if the company’s existence will begin with completion of the transaction; the company will utilize a general purpose clause; optional provisions are not required to be set forth at this time; the company will have perpetual existence; and there will only be one organizer, who will be a natural person who is at least age 18 and is not executing the document on behalf of someone else through a power of attorney. If any one of these criteria are not intended, the company must be established through the paper filing of Articles of Organization on form LLC-5.5 or on form LLC-5.5(S) if the company is to be authorized to establish series.
- An LLC may NOT be formed electronically if the company does not meet the above criteria; or will have more than eight managers or, if there are no managers, more than eight members.
- The name of the company must be distinguishable upon the records of the Secretary of State from any other LLC or corporate name.
- The name of the company must contain the words Limited Liability Company or the abbreviations L.L.C. or LLC, and cannot contain the terms Corporation, Corp., Incorporated, Inc., Ltd., Co., Limited Partnership or L.P. The existence of one of these required endings alone will not cause the proposed name of the company to be distinguishable from an existing company on file with the Secretary of State.
- The Secretary of State’s office reserves the right to make the final determination on the availability of limited liability company names.
- A post office box address alone nor a c/o address is acceptable as the address of the principal place of business or the office address of the registered agent.
- All limited liability companies must appoint and maintain a registered agent and registered office within the boundaries of Illinois. The agent is designated by the company as having authority to accept service of process, and will also act as the conduit for the exchange of information between the company and the Secretary of State’s office. All correspondence initiated by the Secretary of State’s office will be mailed to the registered agent at the registered office address.
- The Articles of Organization must indicate whether the company is to be member-managed or manager-managed. While members and/or managers can be changed over time, all future documents filed with the Secretary of State’s office must be executed by a person or entity having the designation established at this point.
- If the company is to be authorized to establish series, it must file a separate Certificate of Designation on form LLC-37.40 for each series to be established. A Certificate of Designation may only be filed after the limited liability company has been created through the filing of Articles of Organization. The entire name of the limited liability company must be included in and at the beginning of the name of a series.
- Once formed, the limited liability company is required to file an Annual Report with the Secretary of State’s office to maintain its existence. This report is due each year prior to the first day of the company’s anniversary month (the month in which the company is organized) and may be filed electronically. If the company does not file this report in a timely manner, a $300 late filing penalty will be imposed, mandated by Section 50-15 of the Limited Liability Company Act. If the report is not filed within 180 days of the due date, the company will be administratively dissolved.
- All Articles of Organization, whether filed electronically or on paper, must be executed by the organizer(s). An organizer of a limited liability company may become but is not required to become either a member or manager of the company.
- After the steps have been completed, the information will be reviewed by a specialist from the Secretary of State’s office within 24 hours. If the proposed name of the new company is available and the Articles of Organization otherwise comply with statute, you will be e-mailed approval and provided with a link to a filed copy of the Articles. The actual filing date will be the date that payment is provided. If the settings of your computer do not allow you to open the document, or if our message is erroneously blocked, you may return to the Secretary of State’s Web site after 24 hours and retrieve a copy of the document at no extra charge for a period of 30 days.
- If the proposed name is not available for use or some other defect exists, you will be notified by e-mail and allowed to choose an alternate name or otherwise remedy the defect.
- Articles of Organization — $600 ($500 filing fee, $100 expedited fee)
- Articles of Organization for an LLC with the ability to establish series — $850 ($750 filing fee, $100 expedited fee)
- A $100 expedited fee is included because articles of organization are reviewed within 24 hours of receipt (excluding Saturday, Sunday and holidays). A payment processing fee also is collected.
- Your electronic funds transfer take effect or your credit card account will be charged at the time you transmit the proposed Articles of Organization to the Secretary of State’s office. If the proposed Articles of Organization are not accepted, the charge to your account will be reversed.
- Debit cards are not recommended as payment for this transaction.
For more information, please e-mail the Department of Business Services or call 217-524-8008.