Illinois laws

Illinois LLC Act Checklist, Mistakes and FAQs

Illinois LLC Act checklist for small business owners: a seven-step yearly review, common mistakes, when to call an attorney and answers to frequent questions.

Last reviewed October 29, 2026 · General information, not legal advice

General information only, not legal advice. CPA Tax Payroll and Accounting Corp is a CPA firm, not a law firm. Laws change: confirm with the official source or a licensed attorney before you act. Read the full notice.

This page turns the Illinois LLC Act and its rules and numbers into a yearly routine for owners of Illinois LLCs.

The Blue-Folder Standing Check

"Standing" means good standing with the Secretary of State. Many owners run this seven-step review once a year and keep the results in one blue folder.

  1. Match the LLC's exact name to the state record, and confirm it says LLC, L.L.C. or limited liability company.
  2. Confirm the registered agent and registered office are current. If an agent resigns, a replacement must be on record within 60 days.
  3. Find the anniversary month and count back 60 days. The annual report and its $75 fee (2026) go in during that window.
  4. Have a manager (or, if none, a designated member) sign the report after checking the manager names and addresses.
  5. Fill the blue folder: member list with contributions, the articles, three years of tax returns and financial statements, and any written operating agreement.
  6. Before paying owners, confirm the company could still pay its debts as they fall due.
  7. If a trade name is in use, check whether an assumed-name filing is needed. If the work needs a state license, check for a professional LLC registration.

Common mistakes

  • Missing the annual report, then learning of a delinquency notice mailed to the registered agent's address. The state sends the agent a pre-filled report about 45 days before it is due.
  • Letting the registered agent lapse after a resignation.
  • Putting Inc., Corp., Ltd. or Co. in an LLC's name.
  • Forming a plain LLC for a licensed profession instead of a professional LLC registered with the state regulator, IDFPR.
  • Using a trade name without checking whether an assumed-name filing is needed.
  • Paying distributions when the company cannot pay its debts.
  • Assuming "LLC" covers every risk. Members stay liable for their own wrongful acts and for personal guarantees they sign.

When to talk to an attorney

These are legal questions that a CPA cannot answer.

  • An operating agreement with buy-sell terms, capital calls or waived duties between members.
  • A claim that a member or manager is personally liable.
  • Designing a series LLC, or merging or converting entities.
  • Forming a professional LLC, a medical corporation or a law practice entity, or admitting owners who are not licensed.
  • A member dispute, exit or court dissolution.

Frequently asked questions

Does an Illinois LLC need an operating agreement?

The Act does not require a written one. It defines an operating agreement as the members' agreement, whether oral, in a record or implied, and says to keep any written one with the company records. Many owners still write one to settle roles and money questions.

When is the Illinois LLC annual report due?

It is filed in the 60 days before the first day of the company's anniversary month, so the date depends on the month the articles were filed. The fee is $75 in 2026. A company with June articles files between about April 2 and May 31. A miss brings a $100 penalty and, after the state's notice, possible dissolution.

Do Illinois LLCs pay a franchise tax?

The LLC Act's fee list contains no franchise tax. The Illinois franchise tax is set in the Business Corporation Act, which covers corporations. LLCs still follow income tax rules based on their tax classification.

Can a doctor or other licensed professional use a regular LLC?

The Act says a company offering services licensed by IDFPR must form under the Professional Limited Liability Company Act. Law practices need Supreme Court registration, and CPA firms have their own firm-license rules under the Public Accounting Act.

A CPA can help with the payroll, tax and accounting side of an LLC, working alongside the owner's attorney on the legal side.

Official sources

This page is a plain-language summary. The official source controls if there is any difference.