Registered Agent Specifically for the State of Illinois
LLC 5.5 Articles of Organization
Instructions to complete the LLC 5.5 Form
This topic will address the following questions:
- What if my company name is not available in Illinois?
- What if I have been doing business in Illinois before I have authority?
- What is the difference between Manager managed and Member managed?
- If I apply for an S-Election with the IRS, am I a corporation or LLC?
- Do LLC’s have officers?
Illinois recently enhanced their online filing portal to include the Illinois LLC 5.5 form (Articles of Organization). The service provides for Routine filing (typically a 10 day turn-around) or expedited filing (24 – 48 hour turn-around). Either service type can be secured online with a credit card. Keep in mind that the only copy of the file stamped Articles of Organization will be that which you print out after submitting to the State of Illinois.
Multi-member /Manager LLC’s that want the advantage of flow through treatment of taxes should file for the S-Election with the IRS so that all members of the LLC receive their profits and losses individually. This does not mean your entity is a corporation, it means your profits and losses flow through to the individual principals of the company at tax time. S-Elections must be established within the first 75 days of formation.
In the eyes of the State of Illinois, LLC’s only have members and managers. Your operating agreement can include officer positions and their respective duties, however, when signing documents and forms, those officers who are duly authorized to sign on behalf of the company will need to sign as member or manager. The State will not recognize an officer title on LLC forms.
LLC 5.5 Instructions:
Numbered items in the 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. Please note, that PLLC’s must file by paper as the online filing does not support the formations of PLLC’s. Contact us for additional information.
- Address of Principal Place of Business where records of the company will be kept: The principal office may, but need not be a place of business in Illinois.
- Articles of Organization are effective on: Effective date means the date your business is legally established which is evidenced by the filing date stamped on the Articles of Organization (the filing date) or, you have the option to choose a date in the future – up to 60 days past the filing date – for your effective date.
- 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, if you do not maintain a registered agent, your company will be administratively dissolved by the State of Illinois.
- Purpose(s) for which the Limited Liability Company is organized: The general purpose clause is now included in the Articles of Organization but can be broadened to include your company specifics. Typical general purpose clause language is as follows: “the transaction of any or all lawful business for which limited liability companies may be organized under the Illinois Limited Liability Company Act”.
- Latest date, if any, upon which the company is to dissolve: Most entities leave this blank to indicate the duration of the company will be perpetual unless there is a specific event that is specified in the company’s operating agreement then that date may be entered.
- (Optional) Other provisions for the regulation of the internal affairs of the Company: This could be any other provision, not inconsistent with law, that the members elect to set out in the articles of organization for the regulation of the internal affairs of the limited liability company, including any provisions that are, under the Illinois Limited Liability Company Act, required or permitted to be set out in the operating agreement of the limited liability company.
- 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 and in layman’s terms 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. Managers are designated, appointed, elected, removed or replaced by a vote or consent of a majority of the members, while members acquire a membership interest directly from the limited liability company.
- This field requires the names and addresses of your managers or members – depending on which management method you choose.
- Names and Addresses of Organizer(s): The name and address of your organizer (Organizer refers to the person filling out the Articles of Organization forms). If another company is the member/manager and signing the Articles of Organization, then a good standing certificate for that entity must be provided when filing.