Illinois Foreign LLC Registration (How-to Guide)

Illinois Foreign LLC

Thinking about expanding your business to Illinois? Great choice!

If you already have an LLC in another state, you must register it as a foreign LLC in Illinois.

This guide will walk you through the process step-by-step, making it easy to start. Are you ready to grow your business in the Land of Lincoln?

Key Highlights: Illinois Foreign LLC Formation

An Illinois Foreign LLC is an LLC that was formed in another state but wants to do business in Illinois. To register, you need to file an Application for Admission to Transact Business with the Illinois Secretary of State and pay a $150 filing fee.

If you need it done quickly, you can pay an extra $100 for expedited filing.

One of the smoothest ways to go about this process is to use a registered agent based in Illinois. Amongst all the services, I found Northwest registered agent the best for this.

Illinois Foreign LLC Requirements

1. Illinois Registered Agent

Your foreign LLC must appoint a registered agent to do business in Illinois. A registered agent can be an individual or a business entity that is authorized to conduct business in Illinois.

The registered agent’s key responsibility is to receive legal documents and official state communications for your LLC.

However, I recommend using a professional registered agent service. This keeps your address private on registration documents and is generally a safer option.

2. Certificate of Good Standing

When registering your foreign LLC in Illinois, you must provide a Certificate of Good Standing from the state where your LLC was originally formed. This certificate proves that your LLC complies with state regulations and is authorized to do business there.

Ensure the certificate is recent, typically issued within the last 60 days, to avoid any delays or issues with your application.

3. Business Identity

Your LLC’s name must be unique and distinguishable from other business entities already registered in Illinois. Before filing, check the Illinois business name database to ensure your LLC’s name isn’t already in use or too similar to existing names.

If your desired name is unavailable, you can register an assumed name, a DBA (“Doing Business As”), to operate under a different name in Illinois. This step helps prevent confusion and ensures your business identity is distinct.

4. Application for Admission to Transact Business

The final step in registering your foreign LLC in Illinois is to file the Application for Admission to Transact Business with the Secretary of State of Illinois.

This application requires the following detailed information about your LLC:

  • Legal name of the LLC
  • State of Formation
  • Date of formation
  • Duration of the LLC (perpetual or specified term)
  • Principal office address
  • Contact details of the registered agent in Illinois

Additionally:

  • Include the $150 filing fee
  • Option for expedited filing with an additional $100 fee

Once approved, your foreign LLC will be authorized to conduct business in Illinois.

You can mail your application to the following address:

Illinois Secretary of State
Department of Business Services
Limited Liability Division
501 S. Second St., Rm. 351
Springfield, IL 62756

You can also file it in person at the following address:

Cook County Building
69 W. Washington St., Ste. 1240
Chicago, IL 60602

How to Register a Foreign LLC in Illinois State

Step 1. Selecting Your Business Name (new or existing)

The first step is to ensure your LLC’s name is unique and distinguishable from other businesses registered in Illinois. Check the Illinois business name database here to verify the availability of your existing LLC name.

Illinois Business Name Search

If your name is already taken or too similar to another business, you’ll need to choose a new name or register an assumed name (also known as a DBA or “Doing Business As”) to operate in Illinois.

Step 2. Appointing an Illinois Registered Agent (I use Northwest)

Your LLC must appoint a registered agent in Illinois. The registered agent can be an individual or entity authorized to do business in the state.

They are responsible for receiving legal documents and official state communications on behalf of your LLC. The registered agent must have a physical address in Illinois—P.O. boxes are unacceptable.

I recommend using Northwest Registered Agent as your registered agent service provider.

Northwest registration

Click Here to Discover Why Northwest Registered Agent Stands Out.

Step 3: Obtain a Certificate of Good Standing

Next, you must obtain a Certificate of Good Standing (or a similar document) from the state where your LLC was originally formed. This certificate confirms that your LLC complies with state regulations and is authorized to do business there.

Note

Ensure the certificate is recent, typically issued within the last 60 days, to avoid delays or issues with your application.

Step 4: Complete the Application for Admission to Transact Business

To officially register your foreign LLC in Illinois, complete the Application for Admission to Transact Business with the Illinois Secretary of State. This form requires detailed information about your LLC.

Here’s what you will need on hand to complete the application:

  • The name of your LLC. (If your name is unavailable, you’ll need to complete an Application for an Assumed Name and submit it with this application.)
  • State or jurisdiction where your LLC was organized.
  • Date your LLC was originally organized.
  • Whether or not your LLC plans to dissolve on a certain date, if not, just write “perpetual.”
  • Physical address of your LLC’s principal place of business.
  • Name and street address of your Illinois registered agent.
  • If applicable, when did your LLC start a business in Illinois before foreign registration?
  • The manner or type of business your LLC will conduct.
  • Whether the LLC is member-managed or manager-managed.
  • Names and street addresses of all managers or, if member-managed, all members.
  • Date, signature, and name of the person authorized to sign the application.

Include the $150 filing fee with your application. You can opt for expedited filing by paying an additional $100 for faster processing.

Step 5: Launch Your Business Identity

Establishing your business identity involves several steps to ensure your LLC is recognized and can operate smoothly. This includes setting up a business bank account, creating a professional website, and obtaining licenses and permits specific to your industry. This step is crucial for building credibility and trust with clients and customers.

Step 6: Receive Verification of Registration

After submitting your application, wait for it to be processed. Once approved, you will receive a stamped copy of your registration. This document verifies that your foreign LLC is authorized to conduct business in Illinois.

How long does this take?

Illinois only accepts paper filings, which take about 45 days to process. For faster service, you can hand deliver your application to the Chicago or Springfield office locations for same-day processing. This expedited service costs an additional $100, and your foreign LLC will be approved immediately.

Registration Fee – How Much Does a Foreign LLC in Illinois Cost?

Registering a foreign LLC in Illinois involves certain costs. The standard filing fee for the Application for Admission to Transact Business is $150. If you need expedited processing for same-day approval, there is an additional fee of $100. This means the total cost for expedited registration is $250.

These fees cover the administrative costs of processing your application and authorizing your LLC to conduct business in Illinois.

Additionally, if you decide to use a professional registered agent service, there will be an extra cost. Registered agent fees vary – from $200 up to $1000. But my favorite registered agent costs less than $100. Click here.

Do foreign LLCs need to file Articles of Organization in Illinois?

Foreign LLCs do not need to file Articles of Organization in Illinois. Instead, they must file an Application for Admission to Transact Business with the Illinois Secretary of State. This application allows a foreign LLC originally formed in another state to legally conduct business in Illinois.

The process includes providing detailed information about the LLC, obtaining a Certificate of Good Standing from the original state of formation, and paying the required filing fees.

How are Foreign Entity LLCs in Illinois taxed?

By default, foreign LLCs in Illinois are taxed as pass-through entities. This means that the LLC does not pay federal or state income taxes. Instead, the profits pass through to the LLC members, who report their share of business profits and losses on their tax returns.

Members of the LLC are responsible for paying self-employment taxes, which are 15.3%, on their share of the profits. This rate covers Social Security and Medicare taxes.

Additionally, a foreign LLC in Illinois can be taxed as an S-corporation or C-corporation by filing the appropriate forms with the IRS. This election can provide potential tax advantages depending on the LLC’s specific financial situation and business structure.

We are not tax experts or professionals. For specific tax advice and to ensure compliance with all applicable tax laws, it is highly recommended that you consult with a qualified tax professional or accountant.

FAQs on Illinois Foreign LLC Registration

Can I Be My Registered Agent for My Illinois LLC?

Yes, you can be your registered agent for your Illinois LLC as long as you have a physical address in Illinois where you can receive legal documents during normal business hours. However, a professional registered agent service can provide privacy and ensure you never miss important documents.

Why Hire an Illinois Registered Agent Service?

Hiring an Illinois registered agent ensures that your LLC complies with state requirements and receives important legal documents promptly. A professional service provides privacy, convenience, and peace of mind, especially if you don’t have a physical address in Illinois or cannot be available during business hours.

How Can I Withdraw My Illinois Foreign LLC?

You must file an Application for Withdrawal with the Illinois Secretary of State to withdraw your foreign LLC from Illinois. This form must include details about your LLC, such as its name, state of formation, and the reason for withdrawal. There is a filing fee, and once processed, your LLC will no longer be authorized to do business in Illinois.

Is a Physical Presence Required in Illinois to Form an LLC as a Foreigner?

No, a physical presence in Illinois is not required to form an LLC as a foreigner. However, you must appoint a registered agent with a physical address in Illinois to handle legal and official documents on behalf of your LLC.

How Do I Amend a Foreign LLC in Illinois?

To amend a foreign LLC in Illinois, file an Application for Amended Certificate of Authority with the Illinois Secretary of State. This form requires details about your LLC and the changes you must make, such as a name change or updated business information. A filing fee is required, and once approved, your amendments will be officially recognized.

What Does It Mean to Do Business in Illinois?

Doing business in Illinois means conducting activities that generate revenue or have a significant presence in the state. This includes maintaining an office, having employees, or engaging in transactions within Illinois. Foreign LLCs must register with the Illinois Secretary of State to legally conduct business there.

Does a Foreign LLC Have to File an Annual Report in Illinois?

A foreign LLC must file an annual report with the Illinois Secretary of State. If you registered your LLC on June 15th, your annual report is due by May 31st the following year. The filing fee is $75. Online filings are processed immediately, while mail filings take 10 to 15 business days. If you don’t file within 60 days of the due date, there is a $100 late fee.

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