Illinois LLC Act: Rules for Foreign-Owned LLCs

The Illinois LLC Act (805 ILCS 180) is the state law that creates limited liability companies and sets their yearly upkeep. The Secretary of State's Department of Business Services files the documents. This page is for people who own or run an Illinois LLC from Canada or India, or plan to, and it points to our tax and banking guides for the rest.

Slide show: The Illinois LLC Act in seven slides

What it is
The Illinois LLC Act, 805 ILCS 180, in force since January 1, 1994.
Who it affects
Any Illinois LLC. One or more members, who may be people or companies.
The key rule
File articles with the Secretary of State. The name must say LLC, L.L.C. or limited liability company.
The number
Articles cost $150 and each annual report costs $75 (2026).
The deadline
File the annual report in the 60 days before your anniversary month.
The penalty
A $100 penalty, then dissolution if the default is not cured within 120 days after the state's delinquency notice.
The tip
Keep the registered agent and annual report current while you live abroad.

Who does the Illinois LLC Act cover?

Question	Answer
Who may organize?	Any person other than a natural person under 18. Organizers need not become members.
How many members?	One or more. A single-member LLC is allowed.
Who may be a member?	Any "person": an individual, partnership, company, trust, estate, association or other legal body.
What purpose is allowed?	Any lawful purpose, with a narrow exception for insurance.
Licensed professions	Services that need an Illinois Department of Financial and Professional Regulation (IDFPR) license go in a professional LLC registered with IDFPR.
Series LLC	Allowed. Articles cost $400.

What it means for a foreign-owned or cross-border business

Situation	What the law says	What to check
Owner lives in Canada or India	The registered agent is an Illinois-resident individual or an entity authorized in Illinois, with an Illinois registered office. State notices go to that office.	Who reads that mail. See registered agent rules and EIN and bank steps.
A company abroad is the member	A company can be a member.	Keep an ownership chart ready for IRS filings.
One owner abroad	Federally, a single-member LLC is disregarded unless it elects corporate status, but it is still separate for employment tax.	The annual IRS form for foreign-owned LLCs, covered in our tax guide.
Two or more owners	Federally, two or more members make a partnership unless Form 8832 elects corporate tax. An S election bars nonresident aliens.	See LLC vs corporation.
LLC formed in another state or country	It applies for admission before transacting business in Illinois. The fee is $150 (2026).	See foreign qualification.

The rules and checklist page adds the Tallgrass Passport-and-Portal Pass. See also the Business Corporation Act, the Illinois Income Tax Act, the Corporate Transparency Act and our Illinois start-up steps.

Official sources

This page summarizes public guidance in plain language. If anything here differs from the official source, the official source controls.

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Illinois LLC Act Guide for Foreign-Owned LLCs

What it is

Who it affects

The key rule

The number

The deadline

The penalty

The tip

Who does the Illinois LLC Act cover?

What it means for a foreign-owned or cross-border business

Official sources

Related guides

Illinois LLC Act Rules and Fees: Foreign Owner Checklist

Foreign-Owned LLC: US Tax and Reporting for Owners in India and Canada

US Bank Account and EIN for Foreign Founders: Step-by-Step Guide for 2026

Illinois LLC vs Corporation: Formation Steps, Fees and Tax Differences

Foreign Qualification in Illinois: How to Register an Out-of-State or Foreign LLC or Corporation

Illinois LLC Annual Report and Registered Agent Rules: Fees, Deadlines and Penalties