Registered Agent Specifically for the State of Illinois
LLC 45.5 – Application for Admission
Foreign LLC Requirements
Foreign LLC requirements include the submission of a good standing certificate from your state of formation. This form would require a paper filing or expedited filing and cannot be filed online.
This topic will address the following questions:
- What if my company name is not available for use in the State of Illinois?
- I have already been transacting business in Illinois, do I still need to file this form?
- Do I have to name a registered agent for Illinois since I already have one in my State of origin?
- What are the penalties for transacting business without authority to do so?
- Under what conditions must I qualify to do business in Illinois?
Foreign LLC Requirements Background:
Foreign LLC Requirements – When a company conducts business in one state when organized or chartered in another is considered a foreign entity. All of the information that is required on the LLC 45.5 form will be found in your operating agreement and your domestic State’s formation documents.
Any limited liability company formed in any other state can transact business in Illinois after they complete and submit an Application for Admission to Transact Business in Illinois (LLC 45.5 form), in duplicate original to the Secretary of State of Illinois together with a good standing (Certificate of Status) from your formation State.
Foreign LLC Requirements if the LLC’s member or manager is another entity, you will need to provide a good standing as supporting documentation for that entity as well as the good standing for the company filing the LLC 45.5 form
To determine if you are required to file the LLC 45.5 on behalf of your company, check out our Article on What Constitutes Doing Business in Illinois. This will tell you what does not constitute the filing of the LLC 45.5 form.
Foreign LLC Requirements - LLC 45.5 Instructions:
Numbered items in the Foreign LLC Requirements article below correspond to the numbered questions on the form. Unless indicated as optional, all questions must be completed.
- Limited Liability Company Name: The company name must contain the terms “Limited Liability Company, LLC or L.L.C., and must be in the English alphabet, Arabic or Roman numerals, cannot contain the following terms: “Corporation, Corp, Incorporated, Inc., Ltd., Co., or Limited Partnership or L.P. ” The company name is the name the company will be doing business as in the State of Illinois and must be distinguishable from other companies that have filings with the Illinois Secretary of State;
2. Assumed Name: If the name of the company as it is stated on the organizational documents in its domestic state is not available for use in Illinois, list the name under which the company proposes to transact business in the State of Illinois. A foreign limited liability company may be admitted to transact business in this State under any name (whether or not it is the name under which it is formed in the jurisdiction of its formation) that would be available to a limited liability company. However, if the name is different from the name under which it is formed in its jurisdiction of organization, the foreign limited liability company shall also file an assumed name application in accordance with 805 ILCS 180/1-20 of the Illinois Limited Liability Act.
3. Jurisdiction of Organization: The company’s state of organization (domestic state);
4. Date of Organization: The date the company was organized in its domestic state;
5. Period of Duration: The date on which the company is to be dissolved or terminated on a certain date or by the occurrence of a specific act. If no such date is specified, the company is to have a perpetual duration;
6. Address: The office address required to be maintained in the jurisdiction of its organization or, if not required, of the principal place of business: This will be the principal office address in the original state of formation (domestic state) where the books and records of the company resides.
7. Registered Agent Name and Registered Office Address: Each limited liability company and foreign limited liability company must continuously maintain a registered agent and registered office in the state of Illinois and must list the name and business address of the proposed registered agent in this State (Illinois Registered Agent provides the most cost-effective agent representation in Illinois);
8. If applicable, the date on which the Company first conducted business in Illinois: If your limited liability company has established a presence in Illinois without qualifying to do business, you must enter the date the company first began transacting business in Illinois. Illinois allows a 60-day grace period to get your company on file with the Illinois Secretary of State, after that time, the penalties and late fees become quite excessive. Outlined below are the penalties and fines:
* LLCs formed 61 days or longer after transacting business in Illinois the penalty is $2,000.00. The fines assessed for each month past the 60-day grace period is $100.00 per month. Limited liability companies that have transacted business for years without qualifying must pay an additional $250.00 per year for the annual report fees along with a $300.00 penalty for the first year the annual report is late, and an additional $100.00 penalty for each year thereafter for which the company did not file annual reports.
9. Purpose(s) for which the Limited Liability Company is organized and proposes to conduct business in Illinois:
The Statutory language for the general-purpose clause for a foreign LLC is as follows: “the transaction of any or all lawful business activity for which limited liability companies may be organized under the limited liability company law of the (state of Formation) and permitted under the Illinois Limited Liability Company Act”. You may further embellish to include your exact purpose, but this may limit your ability to expand into other areas.
10. The Limited Liability Company is either managed by the managers or has management vested in the members: This will be identified in your operating agreement(in a manager-managed company, the members have chosen a manager or managers to direct the operations of the company, in a member-managed company, the member has a direct interest in the limited liability company and has equal rights in the management and conduct of the company’s business).
This field requires the names and addresses of your managers or members – depending on which management method you choose.
11. Designation and appointment of Illinois Secretary of State for Service of Process appointment under specific circumstances outlined in section (b) of Section 1-50 of the Illinois Limited Liability Company Act: This item takes effect upon execution and acceptance of the form by the Secretary of State of Illinois. No further information is required in this field.
12. Attestation that the application is accompanied by a Certificate of Good Standing or existence from the state of organization that was issued within 60 of your filing date: A good standing certificate (also known as a certificate of existence) can be purchased from the domestic State. This certificate certifies that the company has complied with all of its domestic state taxes and renewal fees and has not been involuntarily dissolved.
*As of January 1, 2020, in addition to the good standing certificate for the entity qualifying to do business, all members or managers that are a corporation, LLC, or other entity who are not currently registered with the Secretary of State as a foreign or domestic entity, must submit a good standing certificate for each member or manager domestic State.
13. The signature of the member or manager is required and if another company is the member or manager, then a duly authorized officer of that company must sign on behalf of the member/manager and include the company name below the signature block.