Articles of Organization

To form an LLC in Illinois, articles of organization must be filed with the Business Services Department of the Secretary of State. State law requires that certain information be included in your articles of organization. This information must include:

  • The company name
  • The address of its principal place of business, which need not be in the state of Illinois
  • The purposes for which the LLC is organized
  • The address of the LLC’s registered office in Indiana
  • The name of the LLC’s registered agent at that office
  • A statement on the LLC’s duration, (it may be perpetual or for a set amount of time), if for a set amount of time, then the articles must specify the latest date, if any, on which the LLC is to dissolve
  • A statement as to whether the LLC is to be manager-managed, and if so, the names and business addresses of the initial manager or managers, if the LLC is to be member-managed, then the names and addresses of the initial member or members
  • The name and address of each organizer
  • Any other provisions, not inconsistent with law, that the member elect to be set forth including any matters that are required to be or may be included in an operating agreement under this article

Filing

Your LLC is considered organized once the articles of organization and one copy (or conformed copy) are delivered to the Business Services Department of the Secretary of State, and the Secretary of State finds that they are in compliance with state requirements. The document must be executed by at least one person, who need not be a member of the LLC at or after formation. The person executing the document must sign it and indicate his name and title (the capacity in which the person signs).

One certified copy of the articles of organization will be issued, and the other certified copy will be returned to the organizer or members.

Additionally, forming an LLC generally requires inclusion and/or consideration of the following:

Organizers

Any natural person over the age of 18 or entity may form a LLC. The natural person or entity need not be a member of the LLC.

  • Minimum Number of Organizers: One or more natural persons or business entities
  • Eligibility: An organizer may be a natural person, partnership, domestic or foreign limited partnership, domestic or foreign LLC, trust, estate, association, corporation, governmental body, or other juridical being

Operating Agreement

Although not required, LLC members may adopt an operating agreement for the company, which may also be amended and repealed as allowed by the agreement or applicable law. The articles of organization may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement. If there is more than one member, any operating agreement shall initially be agreed to, in writing, by all of the members.

Membership

A limited liability company must have one or more members. Requirements:

  • Minimum Number of Members: One or more
  • Eligibility Requirements: A natural person or an entity
  • Procedure for Membership: The member may acquire an interest in the LLC after the filing of the articles of organization, a person who acquires a membership interest directly from the limited liability company or is a transferee of a membership interest may be admitted as a member with unanimous consent of the members

Resignation of Membership

Certain prohibitions exist surrounding the ability of a member to resign from the company. A member of a member-managed company has the power to dissociate from a company at any time.

  • A member cannot dissociate from the LLC before dissolution and winding up if an operating agreement does not specify in writing the time or the events upon which a member may dissociate
  • The member’s dissociation from a member-managed company is wrongful only if it is in breach of an express provision of the agreement
  • A member who wrongfully dissociates from a member-managed company is liable to the company and to the other members for damages caused by the dissociation. The liability is in addition to any other obligation of the member to the company or to the other members

Contribution

The contributions of a member to the limited liability company may be in cash, property, or services rendered or a promissory note or other binding obligation to contribute cash or property or to perform services.