These Illinois LLC Act rules are the working half of our overview.
What the Illinois LLC Act rules require
| Topic (section) | Rule |
|---|---|
| Name (1-10) | Must say LLC, L.L.C. or limited liability company (L3C if low-profit). Corp., Inc., Ltd. and Co. are barred. |
| Registered agent (1-35) | An Illinois-resident individual or authorized entity, with an Illinois office. Replace a resigning agent within 60 days. |
| Annual report (50-1) | Filed in the 60 days before the anniversary month. A manager signs, or if none, a designated member. |
Key numbers and dates
| Item | Amount or date | Year |
|---|---|---|
| Articles of organization | $150 | 2026 |
| Annual report | $75, plus $50 per series | 2026 |
| Late penalty | $100, plus $100 per year from the second year | 2026 |
| Reinstatement | $200, plus reports and penalties due | 2026 |
| Dissolution (missed report) | 120 days after the delinquency notice | 2026 |
- Filing window opens
- Last day to file on time
- Delinquent if nothing is filed
- $100 penalty if still unfiled
Source: 805 ILCS 180/50-1, 50-15
Recent and pending changes
- Public Act 103-920 (effective January 1, 2025) amended Section 10-10. In general, holding a role alone creates no liability for company debts, but members and managers stay liable under other law for their own wrongful acts.
- Public Act 104-764 starts January 1, 2027. It does not amend the LLC Act. It adds a ground to discipline professional LLC registrations, and a reporting duty for organizations that employ or contract with health professionals.
The named checklist: the Tallgrass Passport-and-Portal Pass
- Name. Confirm the designator, with no Inc., Corp., Ltd. or Co.
- Agent. Confirm the Illinois agent and street office are current.
- Portal. Diary the anniversary month. File the $75 report in the 60-day window.
- Passport. Keep owner names and ID details consistent across state, IRS and bank files (EIN and bank steps).
- Records. Keep the member list, articles, three years of returns and statements, and any operating agreement at the principal place of business.
- Tax class. Confirm the federal classification and annual IRS forms (foreign-owned LLC tax guide).
- Payouts. Before paying owners abroad, check the company could still pay its debts as due and that assets would cover liabilities and senior members' rights (Section 25-30).
Common mistakes
- Missing the annual report because a pre-filled form or delinquency notice goes unread.
- Letting the agent lapse after a resignation.
- Putting Inc., Corp., Ltd. or Co. in the name.
- Using a plain LLC for a licensed profession.
When to bring in an attorney
- An operating agreement with buy-sell or fiduciary-duty terms.
- Personal-liability questions for a member or manager.
- A series LLC, conversion, merger, professional LLC or member dispute.
How we can help
Our Aurora-area CPA firm handles the U.S. tax, payroll and accounting side, working with your attorney, Canadian CPA or Indian CA. See business formation and registrations and business tax returns and planning.
Frequently asked questions
Can a nonresident own an Illinois LLC?
Yes. Any person can be a member, and the Act's definition sets no residency test. The LLC still needs an Illinois registered agent and office.
Does an Illinois LLC pay franchise tax?
None appears in the LLC Act's fee list. Corporations pay it; see our corporation pages.
When is the annual report due?
Before the first day of the anniversary month, which depends on the filing month. For June articles, file between April 2 and May 31.
Is a written operating agreement required?
No. The Act allows oral, written or implied agreements.
Official sources
- Illinois General Assembly: Limited Liability Company Act, 805 ILCS 180
- Illinois Secretary of State: LLC forms, publications and fees
- Illinois Secretary of State: Information for filing an LLC annual report online
- Illinois Secretary of State: LLC guide (publication C-334)
This page summarizes public guidance in plain language. If anything here differs from the official source, the official source controls.