Limited Liability Company's Qualifying To Do Business in Illinois
Information Required on the
Application for Admission to Transact Business in Illinois
These instructions are for a Foreign Limited Liability Company: A company conducting business in one state when organized or chartered in another is considered a foreign entity.
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 certified copies of the Articles of Organization as amended from the LLC's domestic state.
1. 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, can not 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 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 in which the company is to be dissolved or terminated on a certain date or by the occurrence of 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);
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, date on which 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:
* LLC’s 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 organize and proposes to conduct business in Illinois:
The general purpose clause is now included on the Articles of Organization form and can be used for the purpose clause for the application for authority, however you should include a reference to your state of organization. Typical general purpose clause language 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 General Corporation Law of the (state of Formation) and permitted under the Illinois Limited Liability Company Act".
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 set forth 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 (or 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 states taxes and renewal fees and has not been involuntarily dissolved.
13. If the period of duration is a date certain and not stated in the Articles of Organization from the domestic state, then a copy of the page from the Operating Agreement (or LLC Agreement) stating that date must also be submitted.
14. Names and Addresses of Organizer(s): The name and address of your organizer (Organizer refers to the person signing the Articles of Organization forms).
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.
