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Forming and Keeping an Illinois LLC in Good Standing
Since January 1, 1994, the Illinois Limited Liability Company Act (805 ILCS 180) has set the way an Illinois LLC is formed, named and kept in good standing. Filings go to the Secretary of State. For owners weighing entity choice, it is the state-law half of the decision; the tax half is federal. Our checklist is the Weatherstone Standing Check, below. The full Act is posted at ilga.gov.
The short version
- One member or several can form an LLC, and a member may be an individual or another entity.
- The 2026 state fees are $150 for articles, $75 for the annual report and $200 for reinstatement.
- The annual report window is the 60 days before the anniversary month, the month in which the articles were filed.
What it asks of you
| Requirement | What it means |
|---|---|
| Articles | Any lawful purpose, but not insurance, apart from a narrow exception |
| Name | Limited liability company, LLC or L.L.C.; not Inc., Corp. or Ltd. |
| Registered agent | An Illinois agent and office; a resigning agent is replaced within 60 days |
| Annual report | A manager, or a designated member, signs it |
The numbers
| Item | Amount | Year |
|---|---|---|
| Articles of organization | $150; series LLC $400 | 2026 |
| Annual report | $75, plus $50 for each series | 2026 |
| Late-report penalty | $100, then $100 for each year from the second year on | 2026 |
| Reinstatement | $200 | 2026 |
Source: the Secretary of State fee page and 805 ILCS 180/50-10
The Weatherstone Standing Check
- Mark the anniversary month and the 60-day window before it.
- Confirm the registered agent and office are current.
- Keep the records the Act lists: members, articles, 3 years of tax returns.
- Before a distribution, ask whether the company can pay its debts as they come due.
- Ask whether any other trade name needs an assumed-name filing.
What it means for year-round planners
- Federal tax: a one-owner LLC is disregarded and a multi-owner LLC is a partnership unless it elects corporate tax; see choosing a business structure.
- Illinois tax in 2026: 1.5 percent replacement tax generally falls on an LLC taxed as a partnership or S corporation, while an LLC electing C corporation status owes 7 percent plus 2.5 percent.
- Annual report dates fit the compliance calendar.
Mistakes people make
- Overlooking the annual report, then discovering the delinquency notice sitting at the registered agent's address.
- Forming an ordinary LLC for a profession licensed by IDFPR; that calls for a professional LLC.
- Assuming the LLC label shields a member from liability for his or her own wrongful acts.
Drafting an operating agreement with buy-sell terms, or a member's personal-liability question, needs an attorney's input.
Common questions
Does Illinois require a written operating agreement?
No. The Act allows an operating agreement that is written, oral or implied.
Is there a franchise tax on Illinois LLCs?
The fee list in the LLC Act contains none. That tax is found in the Business Corporation Act and applies to corporations.
When is the annual report due?
It goes in during the 60 days that end when the anniversary month begins; for June articles, about April 2 through May 31.