The procedure for forming a limited liability company on-line is a simple step-by-step process that can be completed in minutes. It may be beneficial to look over a blank copy of form LLC-5.5 beforehand in order to become familiar with the required information. (If the company is to be authorized to establish series, the form to review is LLC-5.5(S).) It may also prove beneficial to read through the "Guide to Organizing a Domestic Limited Liability Company", which is available at this website. All Articles of Organization filed on-line will be handled on an "expedited" basis, or reviewed by Department personnel within 24 hours (excluding weekends and holidays). As a result, the statutory amount required to file the standard Articles of Organization on-line will be $600, comprised of the $500 filing fee and the $100 expedited service fee, and the statutory amount required to file Articles of Organization for a limited liability company with the ability to establish series will be $850, which is the total of the $750 filing fee and the $100 expedited service fee. In addition to these statutory fees, a small bank service fee will be collected. A "filed" copy of the Articles will be e-mailed to you at the address you provide at the end of this process.
Companies that can be formed on-line:
In order to form a limited liability company on-line, it must be intended that:
- 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 18 years old 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.
Companies that cannot be formed on-line:
Limited liability companies that:
- do not meet the above criteria; or
- will have more than eight managers or, if there are no managers, more than eight members.
Key points:
As you complete the process of organizing a limited liability company, please keep these important matters in mind.
- 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.
- As part of the administrative review process, the Secretary of State reserves the right to make the final determination on the availability of limited liability company names.
- Neither a post office box address alone nor a "c/o" address is acceptable as either the address of the principal place of business or of 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. All correspondence initiated by the Secretary of State 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 must be executed by a person or entity having the designation established at this point. Restated, that means that only a member can execute a future document filed with the Secretary of State if the company is member-managed and only a manager can sign such a document if the company is manager-managed.
- 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 can only be filed after the limited liability company has itself been created through the filing of Articles of Organization. Note that 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 will be required to file an Annual Report with the Secretary of State in order to maintain its existence. This report will be due each year prior to the first day of the company's "anniversary month", which is the month in which the company is organized. Like the Articles of Organization, the Annual Report may be filed on-line from this website. Should the company fail to file this report in a timely manner, it will incur the $300 late-filing penalty mandated by Section 50-15 of the Limited Liability Company Act. Note that the Act contains no provision for the waiver or abatement of this penalty, so tardiness should be avoided. If the report is still not filed within 180 days of the due date, the company will be administratively dissolved.
Execution
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. As indicated earlier, to form a limited liability company on-line there may be only one organizer, which is a natural person not less than 18 years old and who is not executing the document on behalf of someone else through a power of attorney.
Payment of fees
Payment of fees due in connection with the on-line filing of the Articles of Organization may only be made by using an electronic fund transfer or a Visa, MasterCard, Discover or American Express credit card. Payment of all fees due is required during the electronic filing process. If payment by electronic fund transfer is ultimately denied, the filing of the Articles of Organization will be voided and the event treated as though never occurring.
Processing and acknowledgement:
Once you have completed the steps to form a limited liability company, the information will be reviewed by a specialist from the Springfield Office of the Department of Business Services. This review will take place within 24 hours of your submission, excluding weekends and holidays. If it is determined that the proposed name of the new company is available and that the Articles of Organization otherwise comply with statute, you will be notified of the approval by e-mail and provided with a link to a "filed" copy of the Articles. Note that the actual date of "filing" will be the date that payment is provided, and not necessarily the date of the original submission. If the settings of your computer do not allow you to open the document, or if our message is erroneously blocked as "spam", you will be able to return to our website after 24 hours and retrieve a copy of the document at no extra charge for a period of 30 days.
If, however, the review by the Department reveals that the proposed name is not available for use or that some other defect exists, you will be notified of the matter by e-mail and allowed to choose an alternate name or otherwise remedy the defect.
As part of the process of filing Articles of Organization on-line, your electronic fund transfer will be effected or your credit card account will be charged at the time you transmit the proposed Articles of Organization to the Secretary of State. If the proposed Articles of Organization are not accepted by the Department of Business Services for any reason, the charge to your account will be reversed. Debit cards are not recommended as payment for this transaction.
Questions about the LLC Articles of Organization?
You may call our office at 217-524-8008 during normal workdays between the hours of 8:00 a.m. and 4:30 p.m., Central time. A trained specialist will be glad to help you with any problems or concerns relating to the filing requirements of limited liability companies.
Need forms?
Paper versions of all forms pertaining to the filing requirements of the Illinois Limited Liability Company Act, including the LLC-5.5 and LLC-5.5(S) forms referenced above, can be obtained from the Limited Liability Company publications section.
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