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Printed by authority of the State of Illinois\b April \f011 — \f\b5M — C 334\b\f	
My office provides this booklet to assist you in the
process  of  forming  your  own  limited  liability  com
pany.  The  booklet  provides  detailed  guidelines  for
filing the \frticles of Organization, as well as infor
mation  on  filing  fees,  other  government  agencies
you  must  contact  and  legal  obligations  you  will
assume after organization. New information also is
provided on lowprofit limited liability companies,
which became effective Jan. 1, 2010.
While the procedures to organize a limited liability
company  are  relatively  easy  and  straightforward,
issues  unique  to  your  circumstances  could  complicate  the  process.  Because  of
this and because some of the terminology used is new and could be confusing, I
encourage you to consult with an attorney to learn your specific legal obligations
at each step of the organization process.
If  you  have  further  questions  about  organizing  your  limited  liability  company,
please contact my office’s Department of Business Services, Liability Limitations
Division, at 21752\b8008. 
Jesse White
Illinois Secretary of State

\f Guide for Organizing
Domestic Limited Liability Companies	
Table of Contents	
Introduction \b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b1
Department of Business Services \b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b1
Drafting the Articles of Organization \b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b1-6
Article 1: Limited Liability Company Name \b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\f
Article \f: Principal Place of Business \b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b3
Article 3: Effective Date of Articles \b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b4
Article 4: Registered Agent and Registered Office \b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b4
Article 5: Limited Liability Company Purpose \b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b4
Article 6: Duration of the Limited Liability Company \b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b5
Article 7: Optional Provisions \b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b5
Article 8: Management Type \b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b5
Article 9: Signature(s) of Organizer(s) \b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b6
Filing the Articles of Organization \b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b6-7
Filing by Mail \b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b6
Expedited Service \b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b6
Filing Online \b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b7
Organizing the Limited Liability Company \b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b7
Series LLCs \b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b7-8
Low-profit LLCs \b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b8-9
Reasons Submitted Documents are Returned \b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b10
Additional Filings \b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b11
Limited Liability Company Forms and Fees \b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b1\f
Contact Information \b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b\b13-15

- 1-	
Introduction	
Businesses  may  be  organized  in  many  ways\b  The  most  common  forms  of  business
organizations today are sole proprietorship, corporation, partnership and limited liabil-
ity company\b This guide assumes you have selected "limited liability company" as the
form of business organization most suited to your objectives\b This guide also assumes
that  the  limited  liability  company  format  you  have  selected  is  notone  that  would  be
able to establish a Series LLC (see page 7 for more information on Series LLCs)\b 
These guidelines should not serve as a substitute for statutory analysis or profes-
sional advice\b To be sure you understand the legal, business, tax and financial obli-
gations and consequences that may result from organizing your business, you may
want to consult an attorney and an accountant\b	
Department of Business Services	
The Secretary of State’s Department of Business Services serves as an approval
and  record-keeping  office  for  limited  liability  companies  in  Illinois\b  Information  on
LLC filings is available by telephone, letter or at offices in Springfield and Chicago\b
Standard  forms  are  also  available  on  the  Secretary  of  State’s  Web  site  at
www\bcyberdriveillinois\bcom\b You also may use this site to view the provisions of the
Limited Liability Company Act, perform a preliminary name availability check, veri-
fy the existence or status of a company, purchase a Certificate of Good Standing,
and  file  various  documents  with  the  department\b  Legal,  financial  and  business
advice  is  not  provided  by  the  Secretary  of  State’s  Department  of  Business
Services\b (See pages 1\b-15 for contact information.)	
Drafting the \frticles of Organization	
All Articles of Organization must be submitted in duplicate (one original and
one  true  copy)  When  using  the  standard  Form  LLC-5\b5,  all Articles  must  be
fully  completed  (with  the  exception  of  Article  7,  which  is  optional),  and  all
responses must be typed or printed in black ink\b
Generally,  a  limited  liability  company’s  existence  begins  when  the  Department  of
Business  Services  has  "filed"  the Articles  of  Organization\b  However,  a  later  date,
not  to  exceed  60  days  after  the  date  that  the  department  actually  files  the  docu-
ment, may be designated instead\b  This choice must be made when completing
Article 3 of Form LLC-5\b5\b
The  Articles  of  Organization  must  set  forth  the  following:  limited  liability  company name;  address  of  the  principal  place  of  business;  effective  date  of  the  Articles  ofOrganization; name of the registered agent and address of registered office; LLC pur-pose; term of existence; and a statement as to whether the LLC will be manager-man-aged  or  member-managed,  along  with  the  names  and  addresses  of  the  initial  man-
agers  or  members\b The  next  few  pages  outline  these  provisions  and  highlight  some of the optional provisions available\b For convenience, the sequence follows the orderof the standard form\b Note that the heading for each topic includes a reference to the applicable section of the Limited Liability Company Act, denoted by the symbol "§"\b

- \f-	
Article 1: Limited Liability Company Name (§1-10)
A\b RESTRICTIONS Distinguishable: The  Illinois  Limited  Liability  Company  Act  provides  that  you
may choose a name  so long as it is distinguishable upon the records of the
Secretary of State from any domestic or foreign limited liability company name
or  assumed  LLC  name,  any  domestic  or  foreign  corporate  name  or  assumed
corporate  name,  or  a  name  that  is  currently  reserved  or  registered  with  the
Secretary  of  State  under  either  the  Limited  Liability  Company  Act  or  the
Business Corporation Act\b
NOTE: Acceptance of a name is made without regard to the names of sole pro-
prietorships, trade names and the like. If you are uncertain about your rights and
liabilities in a name, consult your attorney before using the name chosen.
LLC  Designator: The  name  must  contain,  separate  and  apart  from  any  other
word or abbreviation, the words "Limited Liability Company," or the abbreviation
"L\bL\bC\b"  or  "LLC\b"  The  name  cannot  contain  any  of  the  following  terms:
"Corporation," "Corp\b," "Incorporated," "Inc\b," "Ltd\b," "Co\b," "Limited Partnership,"
or "L\bP\b"	
Restricted  Words: With  regard  to  Articles  of  Organization  to  be  filed  with  the
Secretary  of  State,  the  name  of  the  proposed  limited  liability  company  may  not
contain  any  word  or  phrase  that  indicates  or  implies  that  it  is  organized  for  the
purposes of insurance, assurance or banking\b The limited liability company name
may not contain any word or phrase that indicates or implies that it is authorized
or  empowered  to  be  in  the  business  of  a  corporate  fiduciary  unless  otherwise
permitted  by  the  Department  of  Financial  and  Professional  Regulation,  Division
of Banking, under Section 1-9 of the Corporate Fiduciary Act\b While the name of
the  limited  liability  company  must  containthe  word  "trust"  if  it  is  organized  for
the  purpose  of  accepting  and  executing  trusts,  the  words  "trust,"  "trustee"  or
"fiduciary" may be used by a limited liability company only if it has first complied
with Section 1-9 of the Corporate Fiduciary Act (\f05 ILCS 6\f0/1-9)\b Satisfaction
of  this  requirement  must  be  provided  to  the  Secretary  of  State  in  the  form  of  a
statement signed by the director of the Department of Financial and Professional
Regulation, Division of Banking, or a designee that grants permission to use one
of these words\b
Other  restricted  words  include  "bank,"  "banker"  and  "banking\b"  These  words
may be used in the name of a limited liability company on file with the Secretary
of  State  only  when  the  Secretary  of  State  is  provided  with  a  statement  signed
by  the  director  of  the  Department  of  Financial  and  Professional  Regulation,
Division  of  Banking,  or  a  designee  that  grants  permission  to  use  one  of  these
words pursuant to Section 46 of the Illinois Banking Act (\f05 ILCS 5/46)\b A lim-
ited liability company on file with the Secretary of State using any of these three
words may not be engaged in the business of banking, but may be a bank hold-
ing company\b The foregoing notwithstanding, a limited liability company created
for the purpose of banking must file Articles of Organization and all other docu-
ments with the 	
Department of Financial and Professional Regulation, Division of
Banking,	
in  accordance  with  Section  5-55  of  the  Limited  Liability  Company Act
(805 ILCS 180/5-55)\b

- 3-	
Improper Names:  The limited liability company name may not contain any word
or words that create a connotation that is offensive to good taste and decency\b
Permitted  Letters  and  Characters: The  name  must  consist  of  letters  of  the
English  alphabet, Arabic  or  Roman  numerals  and/or  only  those  symbols  capa-
ble of being reproduced by the Department of Business Services\b
Business Name: The name shall be the name under which the limited liability
company  shall  transact  business  in  Illinois,  unless  the  limited  liability  company
shall also elect to adopt one or more assumed LLC names\b
NOTE: A divisional designation or a trade name is not considered an assumed
limited liability company name if the true LLC name is clearly and fully disclosed
every time such divisional designation or trade name is used.
B\b NAME AVAILABILITY Before  submitting  the Articles  of  Organization,  you  can  determine  if  the  name
you have chosen for your company  appearsto be available and acceptable for
use by writing the Department of Business Services in Springfield or by calling
\f17-5\f4-8008\b Be prepared by having one or two alternative names\b A prelimi-
nary  check  for  name  availability  also  may  be  done  on  the  Business  Services
page at  www\bcyberdriveillinois\bcom\b
NOTE:  A preliminary name availability determination DOES NOT GUARANTEE
that  the  name  will  be  available  at  a  later  date.  The  Department  of  \fusiness
Services  reserves  final  determination  of  availability  until  a  Name  Reservation,
Articles of Organization or an Assumed Name Application is filed.
C\b NAME RESERVATION (§1-15) A name for a limited liability company may be reserved for  90 days for a fee of
$300 by filing Form  LLC-1\b15\b This is an optional filing and is not a prerequi-
site  to  the  filing  of  the Articles  of  Organization  on  Form  LLC-5\b5\b  The  filing  of
Form LLC-1\b15 does not establish a limited liability company, and the $300 fee
is not applied to the fee required to file the Articles of Organization\b
D\b NAMES ON FILE WITH THE SECRETARY OF STATE The names of all limited liability companies, or the reserved or assumed names
of  all  limited  liability  companies,  are  shown  in  upper-case  letters  only  on  the
records  of  the  Department  of  Business  Services,  regardless  of  the  case  used
when establishing the name\b
Article \f: Principal Place of Business (§1-40)
Each  limited  liability  company  must  have  an  address  for  a  principal  place  of  busi-
ness,  which  may  or  may  not  be  a  place  of  business  in  the  State  of  Illinois\b  Each
company  shall  keep  certain  records  at  the  principal  place  of  business,  or  at  such
other reasonable location as specified in the operating agreement\b These records
include, but are not limited to: (1) a list of the names and addresses of each mem-
ber;  (\f)  a  copy  of  the Articles  of  Organization;  (3)  copies  of  all  federal,  state,  and
local income tax returns for the most recent three years; and (4) a copy of the cur-
rent  operating  agreement  and  any  financial  statements  of  the  company  for  the
three  most  recent  years\b  These  records  must  be  made  available  during  normal
business  hours  at  the  request  of  any  member  of  the  company  or  any  legal  repre-
sentative of a deceased member or member under legal disability\b

- 4-	
Article 3: Effective Date of Articles (§5-5)
As  stated  previously,  the  existence  of  a  limited  liability  company  generally  begins
when  the  Articles  of  Organization  are  filed  with  the  Secretary  of  State\b  However,
when filing the Articles of Organization, each limited liability company must indicate
the point at which its existence begins\b If not the date the Articles are filed with the
Secretary of State, the company may choose a later date of not more than 60 days
after the Articles of Organization are filed with the Department of Business Services\b
Article 4: Registered Agent and Registered Office (§1-35)
A\b FUNCTION OF THE REGISTERED AGENT AND REGISTERED OFFICE Each  limited  liability  company  is  required  by  the  Limited  Liability  Company Act
to  establish  and  maintain  a  registered  agent  and  registered  office  in  Illinois  to
provide  a  public  record  of  the  name  and  address  of  a  person  upon  whom  all
process  on  the  company  may  be  served\b  In  addition,  the  Department  of
Business  Services  will  send  all  official  correspondence  to  the  registered  agent
at the registered office address on record\b For these reasons, it is important to
keep  the  name  and  address  of  the  registered  agent  and  registered  office  cur-
rent with the Secretary of State\b
NOTE:  Failure  to  maintain  a  registered  agent  and  a  registered  office  will  ulti-
mately result in the involuntary dissolution of the company.
B\b WHO MAY BE A REGISTERED AGENT The registered agent must be either:
• a person who resides in Illinois, OR
• a corporation specifically authorized by its Articles of Incorporation to act as a registered agent and which has an office in Illinois\b
Unless  the Articles  of  Organization  or  the  operating  agreement  provide  other-
wise, the registered agent may be (but is not required to be) an organizer, man-
ager, member or employee of the limited liability company\b
NOTE:  A  limited  liability  company  should  not  name  someone  as  its  registered
agent until that person has agreed to act in that capacity.
C\b LOCATION OF REGISTERED OFFICE The registered office must:
• be located in Illinois;
• have  a  street  or  road  address,  or  a  rural  route  and  box  number  (P\bO\b  Box alone is not acceptable); and
• be identical with the business office address of the registered agent\b
Article 5: Limited Liability Company Purpose (§§1-\f5 & 5-5)
The "purpose clause" is the statement of the character of the business objectives
of  a  limited  liability  company\b  The  Illinois  Limited  Liability  Company  Act  permits
Illinois  LLCs  registered  with  the  Office  of  the  Secretary  of  State  to  be  formed  for
any  lawful  purpose  except  banking;  insurance;  the  practice  of  dentistry,  unless  all
the members and managers (if any) are licensed under the Illinois Dental Practice
Act; or the practice of medicine, unless all organizers, members and managers are
licensed under the Medical Practice Act of 1987\b

- 5-	
The Articles of Organization may list one or more specific purposes and/or a gen-
eral statement of purpose, known as the "general purpose clause\b" Referring to the
Limited  Liability  Company  Act,  this  clause  is  pre-printed  on  the  version  of  Form
LLC-5\b5, available from the Department of Business Services:
“The transaction of any or all lawful business for which Limited Liability
Companies may be organized under this Act.”
A\b RESTRICTIONS In addition to the requirements of the Illinois Limited Liability Company Act, other
statutes,  rules  and  regulations  can  influence  the  wording  of  an  LLC’s  purpose\b
Many businesses and professions may be restricted as to permissible LLC pur-
poses  or  may  be  required  to  use  certain  precise  language\b  If  you  are  unsure
about your situation, please consult an attorney\b
B\b POWERS Limited  liability  company  “powers”  are  different  from  purposes\b  The  purposes
are the objectives of the LLC or what it is organized to do\b The powers are the
means  by  which  the  purposes  may  be  achieved,  or  the  ways  permitted  by
statute  for  a  limited  liability  company  to  accomplish  its  objectives\b  Because  all
limited liability companies have all of the powers set forth in Section 1-30 of the
Limited Liability Company Act (805 ILCS 180/1-30), the Articles of Organization
do not need to state any powers\b The Articles of Organization cannot state that
a limited liability company has the powers of a natural person\b
Article 6: Duration of the Limited Liability Company (§5-5)
The duration of a limited liability company may be stated as "perpetual," or a specif-
ic date may be inserted in this section to indicate at what point in the future the com-
pany is to be dissolved\b If the Articles of Organization indicate a specific dissolution
date, and when the company reaches that date it decides that it does not want to be
dissolved, the LLC must then file Articles of Amendment to either extend the date of
dissolution to some later specific date or to establish a duration of perpetual\b
Article 7: Optional Provisions (§5-5)
This  section  may  include  any  other  provision(s),  not  inconsistent  with  law,  the
members  elect  to  set  out  in  the  Articles  of  Organization  for  the  regulation  of  the
internal  affairs  of  the  company\b  This  includes,  but  is  not  limited  to,  any  provision
that  is  required  or  permitted  to  be  set  out  in  the  operating  agreement,  as  well  as
any agreed upon events of dissolution\b
Article 8: Management Type (§15-1)
An  owner  of  or  investor  in  a  limited  liability  company  is  referred  to  in  the  Limited
Liability Company Act as a “member\b” A member of a limited liability company may
be  an  individual  or  some  form  of  business  entity,  such  as  a  corporation,  another
LLC or a partnership\b In Illinois, a limited liability company must have at least one
member,  known  as  a  "single  member  LLC,"  but  there  is  no  limit  on  the  maximum
number of members an LLC can have\b
This section of the Articles of Organization must indicate whether the management
of the company is to be vested in the member or members or in a manager or man-
agers\b In a member-managed company, each member has equal rights in the man-

- 6-	
agement and conduct of the company’s business\b If the manager-managed format
is chosen, the members will select from among themselves and appoint or desig-
nate one or more persons or entities to manage the company\b In a manager-man-
aged company, each manager has equal rights in the management and conduct of
the  company’s  business\b  This  section  must  include  the  names  and  addresses  of
the managers (Item 8\ba\b) if the company is manager-managed or of the members
(Item 8\bb) if member-managed\b
Article 9: Signature(s) of Organizer(s) (§5-5)
A\b ORGANIZER(S)	
A limited liability company may be formed by one or more organizers\b An organ-
izer may either be a natural person age 18 or older or a business entity such as
a partnership, limited partnership, other limited liability company or a corporation\b
NOTE: If the limited liability company is organized for the practice of medicine,
each organizer must either be an attorney or a licensed physician in Illinois.
B\b SIGNATURE(S) Each  individual  acting  as  an  organizer  of  a  limited  liability  company  must  sign
the Articles of Organization on the line indicated\b In addition, this section of the
document must include the typed or printed name of each organizer as well as
the address of each organizer\b
If  a  business  entity  acts  as  an  organizer,  the  exact  name  of  the  entity  must  be
provided, as well as the typed or printed name of the individual signing on behalf
of the entity and the capacity (title) in which he or she signs\b	
Filing the \frticles of Organization	
A\b FILING BY MAIL Submit  to  the  Department  of  Business  Services  in  Springfield  (see  address  on
Form LLC-5\b5):
• Articles of Organization  in duplicate(one originally signed document and a
second copy, which may be an original, a carbon or a photocopy), AND
• Payment of the required $500 filing fee in guaranteed form (certified check, cashier’s  check,  money  order  or  check  from  an  Illinois  attorney  or  certified
public accountant payable to Secretary of State)\b
B\b EXPEDITED SERVICE The Department of Business Services offers the review and, if approved, filingof the Articles of Organization on an expedited basis within \f4 hours of receiptin  either  the  Springfield  or  Chicago  office\b  Pursuant  to  Section  50-50  of  theLimited Liability Company Act (805 ILCS 180/50-50), all requests for expeditedservice  in  connection  with  the  filing  of  the  Articles  of  Organization  must  be made  in  person  and  accompanied  by  a  $100  expedited  service  fee,  in  addi-
tion to the $500 filing fee for Form LLC-5\b5\b  If the Articles of Organization are being filed on form  LLC-5\b5(S)for a limited liability company with the ability to
establish series, the $100 expedited service fee applies in addition to the $750 filing fee for that form\b

- 7-	
NOTE: Articles  of  Organization  delivered  in  person  at  either  the  Springfield  or
Chicago  office  without  requesting  expedited  service  will  be  reviewed  on  a  rou-
tine (non-expedited) basis in the Springfield office.
C\b FILING ONLINE In most cases, Articles of Organization may be filed online at www\bcyberdriveilli-
nois\bcom\b To qualify for this service, the Articles of Organization must:
• not have a post-effective date;
• make use of the “general purpose clause” allowed by statute;
• not require “optional provisions” at the time of filing;
• establish a “perpetual” duration for the company;
• not set forth more than eight initial managers or members; and
• have  only  one  “organizer,”  which  is  a  natural  person  at  least  age  18  who  is not  executing  the  document  on  behalf  of  someone  else  through  a  power  of
attorney\b	
All Articles  of  Organization  processed  online  will  be  filed  on  an  “expedited”  basis
(see page 6)\b Therefore, in addition to the $500 filing fee for form LLC-5\b5 or the
$750  filing  fee  for  form  LLC-5\b5(S),  the  additional  $100  expedited  service  fee
applies\b	
Organizing the Limited Liability Company	
There  is  much  more  to  forming  a  limited  liability  company  than  simply  filing  the
Articles of Organization with the Secretary of State\b While filing this document tech-
nically establishes a limited liability company, additional steps must be taken before
the  company  is  entitled  to  recognition  as  a  distinct  legal  entity\b  Please  consult  an
attorney if you have any questions or concerns about these additional formalities\b	
Series LLCs	
Illinois is one of only a few states that permits the organization of a type of limited
liability company commonly referred to as a "Series LLC\b" Such a company has the
ability  to  create  within  itself  separate  "series"  or  "cells"  that  have  their  own  inter-
ests,  liabilities  and  members\b  One  example  would  be  a  company  having  multiple
rental properties\b A limited liability company with the ability to establish series could
separate the various properties into separate series, thus segregating the liabilities\b
The  Department  of  Business  Services  cannot  give  advice  as  to  whether  a
Series  LLC  would  be  beneficial  in  your  circumstances\b  To  learn  more  about
Series LLCs, you must consult an attorney\b
If  a  determination  is  made  to  create  a  Series  LLC,  the  information  in  this  booklet
may still be helpful\b To establish a Series LLC, the Articles of Organization on Form
LLC-5\b5(S) must  be  completed  instead  of  the  standard  Form  LLC-5\b5\b  The  filing
fee for Form LLC-5\b5(S) is  $750, with payment required in guaranteed form\b After
such  Articles  of  Organization  have  been  filed  with  the  Department  of  Business
Services the company can then establish one or more individual series through the
filing of a Certificate of Designation on Form  LLC-37\b40\b The filing of a separate
Certificate of Designation is necessary for the creation of each series\b

- 8-	
On Form LLC-5\b5(S), Article 7 is used to designate the limited liability company as
one  that  is  authorized  to  establish  series\b After  this  variation, Articles  8,  9  and  10
on Form LLC-5\b5(S) are the same as Articles 7, 8 and 9 of the standard Form LLC-
5\b5 and may be completed following the guidelines in this booklet\b	
Lowprofit LLCs	
With the effectiveness of Public Act 96-1\f6 on Jan\b 1, \f010, low-profit limit-
ed liability companies, or L3Cs, have been introduced in Illinois\b Among
other changes, a new Section 1-\f6 was added to the Limited Liability
Company Act\b This new section reads:
(805 ILCS 180/1-\f6, as added by P\bA\b 96-1\f6)
(a)	
A  low-profit  limited  liability  company  shall  at  all  times  significantly  further  the
accomplishment  of  one  or  more  charitable  or  educational  purposes  within  the
meaning  of  Section  170(c)(\f)(B)  of  the  Internal  Revenue  Code  of  1986,  \f6
U\bS\bC\b 170(c)(\f)(B), or its successor, and would not have been formed but for the
relationship to the accomplishment of such charitable or educational purposes\b	
(b) A limited liability company which intends to qualify as a low-profit limited liabil- ity  company  pursuant  to  the  provisions  of  this  Section  shall  so  indicate  in  its
articles of organization, and further state that:
(1) no  significant  purpose  of  the  company  is  the  production  of  income  or  the appreciation  of  property;  however,  the  fact  that  a  person  produces  signifi-
cant  income  or  capital  appreciation  shall  not,  in  the  absence  of  other  fac-
tors, be conclusive evidence of a significant purpose involving the produc-
tion of income or the appreciation of property; and
(\f)	
no purpose of the company is to accomplish one or more political or legisla- tive  purposes  within  the  meaning  of  Section  170(c)(\f)(D)  of  the  InternalRevenue Code of 1986, \f6 U\bS\bC\b 170(c)(\f)(D), or its successor\b	
(c) A company that no longer satisfies the requirements of this Section 1-\f6 con- tinues to exist as a limited liability company and shall promptly amend its arti-
cles of organization so that its name and purpose no longer identify it as a low-
profit limited liability company or L3C\b
(d) Any company operating or holding itself out as a low-profit limited liability com- pany  in  Illinois,  any  company  formed  as  a  low-profit  limited  liability  company
under this Act, and any chief operating officer, director, or manager of any such
company is a “trustee” as defined in Section 3 of the Charitable Trust Act\b
(e) Nothing  in  this  Section  1-\f6  prevents  a  limited  liability  company  that  is  not organized under it from electing a charitable or educational purpose in whole
or in part for doing business under this Act\b

- 9-	
Note  that  P\bA\b  96-1\f6  also  amends  Section  1-10  of  the  Limited  Liability
Company Act to provide that any company organized pursuant to Section 1-
\f6  shall  contain  the  term  L3C  in  lieu  of  the  traditional  designations  of  LLC
or  L\bL\bC\b  For  a  complete  version  of  P\bA\b  96-1\f6,  visit  the  Illinois  General
Assembly’s Web site at www\bilga\bgov\b 
In  establishing  the  criteria  for  qualifying  as  a  low-profit  LLC,  or  L3C,  sub-
section  (b)(\f)  of  new  Section  1-\f6  refers  to  Section  170(c)(\f)(B)  of  the
Internal Revenue Code of 1986\b As of June 9, \f009, that Section reads:
(Title  \f6>Subtitle  A>Chapter  1>Subchapter  B>Part  VI>§170)  §170\b  Charitable,
etc\b, contributions and gifts\b
…
(c)…(\f)…
(B) organized and operated exclusively for religious, charitable, scientific, literary, or  educational  purposes,  or  to  foster  national  or  international  amateur  sports
competition (but only if no part of its activities involve the provision of athletic
facilities or equipment), or for the prevention of cruelty to children or animals;
…
As  a  result  of  the  above  state  and  federal  provisions,  a  company  intending
to either form as or amend to become a low-profit limited liability company
must include the term L3C in lieu of LLC or L\bL\bC\b in its title and also include
the  following  three  statements  as  part  of  its  purpose  in  Article  5  of  the
Articles of Organization:
1\b The  company  intends  to  qualify  as  a  low-profit  limited  liability  company
pursuant to Section 1-\f6 of the Limited Liability Company Act and shall at all times
significantly  further  the  accomplishment  of  one  or  more  charitable  or  educational
purposes within the meaning of Section 170(c)(\f)(B) of the Internal Revenue Code
of 1986, or its successor, and would not have been formed but for the relationship
to the accomplishment of such charitable or educational purposes\b
\f\b No  significant  purpose  of  the  company  is  the  production  of  income  or  theappreciation of property\b
3\b No purpose of the company is to accomplish one or more political or legisla- tive  purposes  within  the  meaning  of  Section  170(c)(\f)(D)  of  the  Internal
Revenue Code of 1986\b

- 10 -	
Reasons Submitted Documents are Returned	
General — All Documents
A\b All  items  or  Articles  on  the  document  have  not  been  completed\b  Incomplete
and/or unsigned documents cannot be approved\b
B\b The fees submitted are not in the correct amount, the check is not signed or is more  than  90  days  old,  and/or  the  check  is  not  made  payable  to  Illinois
Secretary of State\b
C\b	
The Department of Business Services is unable to decipher the signatures on the
document, and the names have not been typed or printed below the signatures\b	
D\b The wrong document is submitted for the transaction being reported\b
E\b	
The  correct  number  of  copies  of  the  document  is  not  submitted\b  Make  sure
whether one or two copies are required and submit the appropriate number\b	
Names — Articles of Organization-Name Reservations
A\b The name chosen for the limited liability company is not distinguishable from a name already on file with the Department of Business Services and thus is not
available for use\b
B\b The name of the limited liability company contains a word that has a restricted use, and that restriction has not been satisfied  (i.e., the word "trust")\b
C\b The  name  does  not  contain  one  of  the  required  LLC  designators:  Limited Liability Company, L\bL\bC\b or LLC\b  (This requirement does not apply to assumed
names  v\fluntarily ad\fpt\bd by the company.)
Articles of Organization
A\b Check all points above and on the previous page\b
B\b Payment of the required filing fee is not in acceptable form\b
C\b The  address  of  the  registered  office  is  not  a  valid  street  address\b  A  P\bO\b  Box number alone is not acceptable\b
D\b The  purpose  clause  contains  one  or  more  provisions  that  are  not  acceptable, e\bg:
1\b The purpose is too broad\b The broadest language allowable is the language pre-printed on the form and as the clause appears on page 5\b Note that this
language makes specific reference to the Limited Liability Company Act\b
\f\b The purpose indicates the practice of banking, which is prohibited on a doc- ument filed with the Secretary of State\b
3\b The  purpose  implies  the  company  will  be  in  the  business  of  insurance  or underwriting without indicating that it will be acting as an agency\b
4\b The  company  is  organized  for  the  practice  of  dentistry,  but  not  all  members and managers are licensed under the Illinois Dental Practice Act\b
5\b The  company  is  organized  for  the  practice  of  medicine,  but  all  managers  (if any),  members  and  organizers  (unless  an  attorney)  are  licensed  under  the
Medical Practice Act of 1987\b
E\b The names of the organizers are not legibly typed or printed, or their addresses are not shown\b

\fdditional Filings	
Once a limited liability company is formed you must file an Annual Report each year
to maintain its existence\b The Annual Report is due prior to the first day of the com-
pany’s  “anniversary  month,”  which  is  the  month  in  which  it  was  formed\b About  six
weeks before the due date, a pre-printed version of the Annual Report will be mailed
to the company through its registered agent at the address of the registered office\b
If  the  report  is  not  filed  prior  to  the  due  date,  the  company  will  be  placed  in  “delin-
quent  status”  and  not  be  able  to  purchase  a  Certificate  of  Good  Standing  or  effect
filing of any other documents\b 
If the Annual Report is not filed within 60 days after the due date, the company will
be placed in “penalty status,” and the late-filing penalty of $300 imposed by Section
50-15 of the Limited Liability Company Act will apply\b (The Act does not contain any
provisions  for  the  waiver  or  abatement  of  this  penalty\b)  If  the Annual  Report  is  still
not filed within the next 1\f0 days, the company will be administratively dissolved in
accordance with Section 35-30 of the Act\b
Most  limited  liability  company  Annual  Reports  may  be  filed  online  at  www\bcyber-
driveillinois\bcom\b  Please  check  the  site  to  determine  if  your  company  qualifies  for
this service\b
In  addition,  you  and  your  newly  formed  limited  liability  company  are  responsible
for    contacting  the  various  federal,  state  and  local  governmental  agencies  with
which  limited  liability  companies  must  file\b  Do  not  expect  the  proper  agencies  to
contact  you\b Act  promptly  after  organizing  because  the  failure  to  file,  register  or
report may subject you and/or your limited liability company to fines or other penal-
ties\b
Determining  which  agencies  must  be  contacted  is  not  an  easy  task\b  Some  busi-
ness types are more regulated than others, and some local governments are more
restrictive  than  others\b  You  may  have  to  analyze  statutes  and  ordinances,  call  or
write many agencies, or consult professionals such as your attorney or accountant\b
What  is  certain  is  that  any  limited  liability  company  engaged  in  rendering  a
professional  service  regulated  by  the  Illinois  Department  of  Financial  and
Professional Regulation must register with that agency\b
This booklet does not attempt to explain or list all government agencies; however,
some of the more frequently contacted agencies are listed on pages 13-15, along
with contact information\b	
- 11 -

- 1\f -	
Limited Liability Company Forms and Fees	
All form numbers correspond to the relevant Section of the Limited Liability Company Act\b
Note that the  expedited service fee only applies if the document is  delivered in person
to the appropriate office of the Department of Business Services for filing within a \f4-hour
period, and does not apply to documents submitted by the mail\b While expedited service
is available for all forms at the Springfield office, only those denoted with an asterisk (*)
can be processed on an expedited basis in the Chicago office\b	
Filing Expedited
Form # Type of Form Fee Fee	
LLC- 1\b15 Application to Reserve a Name* $ 300 $ 50	*	LLC- 1\b15 Cancellation or Transfer of a Reserved Name* 100 50	*	LLC- 1\b\f0 Application to Adopt an Assumed Name* ** 50	*	LLC- 1\b\f0 Application to Change or Cancel an 
Assumed Name* 100 50	*	LLC- 1\b\f0 Application to Renew an Assumed Name* 150 50	*	LLC- 1\b35 Resignation of Registered Agent100 50
LLC- 1\b36/1\b37 Statement of Change of Registered Agent and/or Registered Office* \f5 50	
*	LLC- 1\b50 Affidavit of Compliance 100 50
LLC- 5\b5 Articles of Organization* 500	****	100	*	LLC- 5\b5(S) Articles of Organization (Series)*750	****	100	*	LLC- 5\b\f5 Articles of Amendment*150 100	*	LLC- 5\b30 Restated Articles of Organization500 \f00
LLC- 5\b40 Application for Withdrawal-Domestic 100 50
LLC- 5\b47 Statement of Correction \f5 50
LLC- 5\b48 Petition for Refund 15 50
LLC- 35\b15 Articles of Dissolution 100 50
LLC- 35\b40/45\b65 Application for Reinstatement following  Administrative Dissolution or Revocation* 500 100	
*	LLC- 37\b10 Requirements for Partnership Conversion 
(no form) 100 \f00
LLC- 37\b\f5 Articles of Merger 50 \f00	
per entity	LLC- 37\b40 Certificate of Designation*50 50	*	LLC- 45\b5 Application for Admission to Transact Business 500 100
LLC-45\b5(S) Application for Admission to Transact Business (Series) 750 100
LLC-45\b\f0 Application for Registration of Name 300 50
LLC-45\b\f0 Renewal or Cancellation of a Registered Name 100 50
LLC-45\b\f5 Amended Application for Admission 150 100
LLC-45\b40 Application for Withdrawal-Foreign* 100 50	
*	LLC-50\b1 Annual Report*\f50 50	*	LLC-50\b15 Penalty-Return to Good Standing300	*** N/A
LLC-50\b\f5 LLC Fax Transmittal Request Form for Certificates of Good Standing and/or Certified Copies of Documents:
- Abstract or Certificate of Good Standing* \f5 50 *
- Photocopy or Certified Copy* \f5 \f0 *	
** Based upon the years evenly divisible by 5, the fee to adopt an assumed name varies as follows: $150
for each year or part thereof ending in 0 or 5; $1\f0 for each year or part thereof ending in 1 or 6; $90 for
each year or part thereof ending in \f or 7; $60 for each year or part thereof ending in 3 or 8; $30 for each
year or part thereof ending in 4 or 9\b
*** Plus $100 for each year or fraction thereof beginning with the second year of delinquency until the com- pany is returned to good standing\b
**** Also applies to online filings\b

- 13 -	
Contact Information	
State Agencies
A\b TRADEMARKS AND SERVICEMARKS — Contact the Trademarks Sectionof
the  Secretary of State’s Department of Business Services\b
B\b SALES TAX  —  If  the  limited  liability  company  was  established  for  the  purpose of  operating  a  retail  business,  the  company  will  need  a  Retailer’s  Occupation
Tax Number\b If the company will be operating a wholesale business, it will need
a  Resale  Certificate  Number\b  Contact  the  Illinois  Department  of  Revenue,
Sales Tax Division\b
C\b INCOME  TAX  —  Limited  liability  companies  may  or  may  not  be  subject  to  all state income tax laws, including withholding taxes\b Contact the  Illinois De part -
ment of Revenue, Income Tax Division\b
D\b UNEMPLOYMENT  COMPENSATION  —  Before  your  limited  liability  company hires employees it must obtain an Unemployment Compensation Number from
the  Illinois Department of Labor\b
E\b WORKERS COMPENSATION — Contact the  Illinois Industrial Commission\b
F\b PRIVATE BUSINESS AND VOCATIONAL SCHOOLS — Obtain a license from the  Illinois State Board of Education\b
G\b DAY CARE CENTERS AND NURSERY SCHOOLS — Obtain licenses from the Illinois Department of Children and Family Services\b
H\b COMMON  CARRIERS  AND  UTILITIES  —  Contact  the  Illinois  Commerce
Commission\b
I\b INSURANCE AGENCIES AND BROKERAGES — Contact the  Illinois Depart -
ment of Insurance\b
J\b PROFESSIONAL LICENSES — Contact the  Illinois Department of Financial
and Professional Regulation\b
K\b ATTORNEYS — Contact the  Clerk of the Supreme Court\b
(See pages 14-15 for addresses and telephone numbers for these agencies\b)
Local Agencies
Many  counties,  cities,  towns  and  villages  also  require  licenses  or  permits  and  may restrict  advertising,  signs,  parking  and  numerous  other  aspects  of  operating  a  busi-ness\b County and city clerks can often advise you of local ordinances and restrictions\b

- 14 -	
\fddresses and Telephone Numbers	
SECRET\fRY OF ST\fTE
www\bcyberdriveillinois\bcom
Secretary of State Secretary of State
Department of Business Services Department of Business Services
501 S\b Second St\b, Rm\b 350 69 W\b Washington St\b, Ste\b 1\f40
Springfield, IL 6\f756 Chicago, IL 6060\f
\f17-78\f-6961 31\f-793-3380
Hours: 8 a\bm\b-4:30 p\bm\b Hours: 8:30 a\bm\b-5 p\bm\b
Secretary of State Secretary of State
Securities Department Securities Department
Jefferson Terrace, Ste\b 300A 69 W\b Washington St\b, 1\fth Fl\b
Springfield, IL 6\f70\f Chicago, IL 6060\f
DEP\fRTMENT OF REVENUE
www\brevenue\bstate\bil\bus
Illinois Department of Revenue Illinois Department of Revenue
Income Tax Division Income Tax Division
101 W\b Jefferson St\b 100 W\b Randolph St\b
Springfield, IL 6\f708 Chicago, IL 60601
\f17-78\f-9488 800-73\f-8866
800-73\f-8866
Illinois Department of Revenue Illinois Department of Revenue
Sales Tax Division Sales Tax Division
101 W\b Jefferson St\b 100 W\b Randolph St\b
Springfield, IL 6\f708 Chicago, IL 60601
\f17-78\f-9488 800-73\f-8866
800-73\f-8866
INTERN\fL REVENUE SERVICE	
 	
(form pick-up only)
www\birs\bustreas\bgov
Internal Revenue Service Internal Revenue Service
3\f0 W\b Washington St\b, Rm\b 611 Attn: Form Services
Springfield, IL 6\f708 \f30 S\b Dearborn St\b
800-8\f9-1040 Chicago, IL 60609
800-8\f9-1040
All IRS forms and publications may be requested from:
Internal Revenue Service
Forms
P\bO\b Box \f467\f
Kansas City, MO 64131

- 15 -	
ST\fTE BO\fRD OF EDUC\fTION	
www\bisbe\bstate\bil\bus 
Illinois State Board of Education Illinois State Board of Education
Non-Public School Approval Non-Public School Approval
100 N\b First St\b 100 W\b Randolph St\b
Springfield, IL 6\f777 Chicago, IL 60601
\f17-78\f-43\f1 31\f-814-3517
DEP\fRTMENT OF INSUR\fNCE
www\bstate\bil\bus/ins 
Illinois Department of Insurance
Agents/Brokers Section
3\f0 W\b Washington St\b
Springfield, IL 6\f767
\f17-78\f-6366
DEP\fRTMENT OF FIN\fNCI\fL \fND PROFESSION\fL REGUL\fTION
www\bidfpr\bcom
Illinois Department of Financial Illinois Department of Financial
and Professional Regulation and Professional Regulation
3\f0 W\b Washington St\b 100 W\b Randolph St\b
Springfield, IL 6\f786 Chicago, IL 60601
\f17-78\f-601\f 31\f-814-4500
ILLINOIS COMMERCE COMMISSION
www\bicc\bstate\bil\bus
Illinois Commerce Commission Illinois Commerce Commission
5\f7 E\b Capitol Ave\b 160 N\b LaSalle St\b
Springfield, IL 6\f706 Chicago, IL 60601
\f17-78\f-7\f95 31\f-814-4500
DEP\fRTMENT OF L\fBOR	
INDUSTRI\fL COMMISSION	
Department of Labor Industrial Commission
Division of Unemployment Insurance Workers Compensation
910 S\b Michigan Ave\b, 11th Fl\b 100 W\b Randolph St\b
Chicago, IL 60605 Chicago, IL 60601
800-\f47-4984 31\f-814-6500
(ask for New Employer’s Packet)
DEP\fRTMENT OF CHILDREN \fND F\fMILY SERVICES	
www\bstate\bil\bus/dcfs
Illinois Department of Illinois Department of
Children and Family Services Children and Family Services
406 E\b Monroe St\b 100 W\b Randolph St\b
Springfield, IL 6\f701 Chicago, IL 60601
\f17-785-\f509 31\f-814-6800