Illinois LLC Formation Package and Operating Agreement
An Illinois LLC is formed by filing Articles of Organization with the Secretary of State's Department of Business Services for a $150 fee. It stays in good standing by filing a $75 annual report before the first day of its anniversary month each year. The operating agreement is a private contract, but the Limited Liability Company Act lists terms it cannot override.
What Illinois law does to this document
Filing office and fee
Articles of Organization are filed with the Illinois Secretary of State, Department of Business Services. The statutory fee is $150, or $400 for an LLC that can establish series. Expedited service, meaning same-day or 24-hour handling, costs an additional $100 for Articles of Organization.
805 ILCS 180/50-10(b)(1) and 180/50-50(e)What the Articles must contain
The Articles state the LLC's name and principal place of business, its purpose, and the name and address of its registered agent and registered office. They also list the name and business address of every manager and of any member with a manager's authority, and of each organizer. The name must contain "limited liability company", "L.L.C." or "LLC" and may not contain terms such as "Corporation", "Inc." or "Ltd." The registered agent must be an Illinois resident or an entity authorized to transact business in Illinois.
805 ILCS 180/5-5, 180/1-10 and 180/1-35Annual report
Every Illinois LLC files an annual report with a $75 fee. The report is due before the first day of the LLC's anniversary month and can be delivered within the 60 days before that date. An LLC that has not filed by the first day of the second month after its anniversary month owes a $100 penalty, and failure to file is a ground for administrative dissolution.
805 ILCS 180/50-1, 180/50-10(b)(11), 180/50-15 and 180/35-25What an operating agreement cannot do
An operating agreement may modify most of the Act's default rules, with listed exceptions. It may not unreasonably restrict a member's right to information or eliminate the implied covenant of good faith and fair dealing. It may restrict or eliminate a fiduciary duty only if the language is clear and unambiguous, and it may not authorize intentional misconduct or a knowing violation of law.
805 ILCS 180/15-5(b) and (c)Management defaults to the members
An Illinois LLC is member-managed unless the operating agreement expressly provides that it is manager-managed or uses words to that effect. In a member-managed company each member has equal rights in management and most matters are decided by a majority of the members. By default, amending the operating agreement or the Articles requires the consent of all members.
805 ILCS 180/15-1Federal: beneficial ownership reporting
This point is federal. The Corporate Transparency Act once required most new LLCs to report their beneficial owners to FinCEN. FinCEN removed that requirement for companies formed in the United States by an interim final rule published March 26, 2025, and its final rule took effect August 14, 2026. An Illinois LLC therefore has no federal beneficial ownership report to file under the rule as it stands in November 2026.
31 U.S.C. 5336; FinCEN, Beneficial Ownership Information Reporting Requirement Revision (final rule effective August 14, 2026)Where people go wrong in Illinois
- Missing the annual report, which makes the LLC delinquent, adds a $100 penalty and can end in administrative dissolution.
- Listing managers in the Articles but leaving the operating agreement silent on management, when the Act treats an LLC as member-managed unless the operating agreement says otherwise.
- Filing the generator's Articles as drafted, when they leave out three items 805 ILCS 180/5-5(a) requires: confirmation that the company has at least one member, the names and business addresses of members with a manager's authority in a member-managed company, and the organizer's address.
How the generator works
Articles of Organization plus a full Operating Agreement, adaptable to single-member or multi-member and member-managed or manager-managed. Answer a short interview and the draft assembles as you go, with Illinois already set as the governing state. Download it as PDF or Word. No fee. No account.