This page lists what the Illinois LLC Act asks of a company, the state amounts in force in 2026 and how the state enforces them. The overview gives the big picture, and the checklist and FAQs turn it into steps. See also business formation and bookkeeping.
What the law requires
| Requirement | In plain words | Section |
|---|---|---|
| Articles of organization | Filed with the Secretary of State; the LLC exists when filed or on a chosen later date within 60 days | 5-5 |
| Name | Says LLC, L.L.C. or limited liability company; no Corp., Inc., Ltd., Co. or L.P. | 1-10 |
| Registered agent and office | Kept in Illinois at all times; a replacement agent is on record within 60 days of a resignation | 1-35 |
| Annual report | Filed in the 60 days before the anniversary month; signed by a manager or, if none, a designated member | 50-1 |
| Records | Member list, articles, three years of tax returns and financial statements, and any written operating agreement | 1-40 |
| Distributions | None if the company could not pay debts as they fall due or assets would fall below liabilities | 25-30 |
Key numbers and dates
| Item | Amount or date | Year in force | Source label |
|---|---|---|---|
| Articles of organization | $150 ($400 for a series LLC) | 2026 | 50-10(b)(1) |
| Annual report | $75, plus $50 for each series in effect | 2026 | 50-10(b)(11) |
| Late penalty | $100, plus $100 for each year starting with the second year of delinquency | 2026 | 50-15(b) |
| Reinstatement | $200, plus overdue reports and penalties | 2026 | 50-10(b)(12), 35-40 |
The state's online systems add a card-processing fee on top of these statutory amounts.
- The 60-day window opens
- Report and $75 fee due
- Delinquent if nothing was filed
- The $100 penalty applies if nothing was filed before this date
- State may dissolve if still in default
Source: 805 ILCS 180/50-1, 50-15, 35-30
Recent and pending changes
Public Act 103-920, effective January 1, 2025, amended Section 10-10. Holding the role of member or manager does not alone make a person liable for company debts, but each can be liable under other law for his or her own wrongful acts. The Act says it replaces the reading in two earlier appeals-court decisions. The same section says skipping company formalities is not itself a reason for personal liability.
Public Act 104-764 takes effect January 1, 2027. For professional LLCs it adds a ground to discipline a registration, tied to a new reporting duty for organizations that employ health professionals. It does not amend the LLC Act.
Penalties and enforcement
The Secretary of State enforces the Act through its filing records. A problem usually starts with a missing report, a bounced payment or a resigned agent, and a notice of delinquency goes to the registered office.
| Tier | What can follow | Section |
|---|---|---|
| Report not filed before the anniversary month | Delinquent and not in good standing; no other filings accepted until fixed | 50-15(a), (b) |
| Not filed before the first day of the second month after the anniversary month | $100 penalty, plus $100 for each year from the second year of delinquency | 50-15(b)(1) |
| Annual report default not fixed within 120 days after the notice | Administrative dissolution; the company continues only to wind up | 35-25, 35-30 |
| After dissolution | Reinstatement; existence is treated as continuous, with no member liability merely because of the gap | 35-40 |
Corporations follow different dates; see the Business Corporation Act pages.
Official sources
- Illinois General Assembly: Limited Liability Company Act (805 ILCS 180)
- Illinois Secretary of State: LLC fees and forms
- Illinois Secretary of State: LLC annual report instructions
This page is a plain-language summary. The official source controls if there is any difference.