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When seeking to establish a Limited Liability Company (LLC) in Illinois, the completion of Form LLC-45.5 is a critical step in the process. This form serves as an application for admission to transact business within the state, ensuring that your LLC complies with local regulations. The form requires the applicant to provide essential information, including the LLC's name, jurisdiction of organization, and the address of the principal place of business. It is important to note that the name must include "Limited Liability Company," "LLC," or "L.L.C." and cannot contain terms associated with corporations or partnerships. Additionally, the form mandates the appointment of a registered agent who must reside in Illinois, ensuring that there is a reliable point of contact for legal matters. The application also includes sections for detailing the management structure of the LLC, whether it is managed by members or designated managers, as well as the purpose for which the company is organized. A filing fee of $150 is required, and the application must be accompanied by a Certificate of Good Standing from the LLC's home state, authenticated within the last 60 days. Completing this form accurately is crucial, as any errors could result in delays or rejections of your application, thus hindering your business goals.

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Form LLC-45.5

May 2018

Secretary of State

Department of Business Services Limited Liability Division

501 S. Second St., Rm. 351 Springfield, IL 62756 217-524-8008 www.cyberdriveillinois.com

Payment must be made by certified check, cashier’s check, Illinois attorney’s check, C.P.A.’s check or money order payable to Secretary of State. If check is returned for any reason this filing will be void.

Illinois

Limited Liability Company Act

Application for Admission to

Transact Business

Type or print clearly.

Filing Fee: $150

Penalty: $

Approved:

Print Reset

FILE #

This space for use by Secretary of State.

1.Limited Liability Company name (see Note 1): _____________________________________________________________________

2.Assumed name: ____________________________________________________________________________________________

(This item is only applicable if the company name in Item 1 is not available for use in Illinois, in which case form LLC 1.20 must be completed and submitted with this application.)

3.Jurisdiction of organization: __________________________________________________________________________________

4.Date of organization: ________________________________________________________________________________________

5.Period of duration: __________________________________________________________________________________________

(Enter perpetual unless there is a date of dissolution provided in the agreement, in which case enter that date.)

6.Address of the principal place of business: (P.O. Box alone or c/o is unacceptable.)

_________________________________________________________________________________________________________

Number

Street

Suite #

_________________________________________________________________________________________________________

City

State

ZIP

7. Registered agent: ___________________________________________________________________________________________

First Name

Middle Name

Last Name

Registered office: ___________________________________________________________________________________________

(P.O. Box alone or c/o

Number

Street

 

Suite #

is unacceptable.)

 

 

IL

 

 

City

 

ZIP

 

 

 

Note: The registered agent must reside in Illinois. If the agent is a business entity, it must be authorized to act as agent in this state.

8.If applicable, date on which company first conducted business in Illinois: _______________________________________________

(continued on back)

Printed by authority of the State of Illinois. June 2018 — 1 — LLC 17.21

LLC-45.5

9.Purpose(s) for which the company is organized and proposes to conduct business in Illinois (see Note 2):

10.The Limited Liability Company: (check one)

n is managed by the manager(s) or n has management vested in the member(s):

11.List names and business addresses of all managers and any member with the authority of manager:

12.The Illinois Secretary of State is hereby appointed the agent of the Limited Liability Company for service of process under circumstances set forth in subsection (b) of Section 1-50 of the Illinois Limited Liability Company Act.

13.This application is accompanied by a Certificate of Good Standing or Existence, duly authenticated within the last 60 days, by the officer of the state or country wherein the LLC is formed.

14.The undersigned affirms, under penalties of perjury, having authority to sign hereto, that this application for admission to transact business is to the best of my knowledge and belief, true, correct and complete.

Dated: ____________________________________________Month, Day, Year

_________________________________________________Signature

_________________________________________________Name and Title (type or print)

_________________________________________________If applicant is signing for a company or other entity,

state name of company or entity.

Note 1: The name must contain the term Limited Liability Company, LLC or L.L.C. The name cannot contain any of the following terms: “Corporation,” “Corp.” “Incorporated,” “Inc.,” “Ltd.,” “Co.,” “Limited Partnership” or “LP.” However, a limited liability company that will provide services licensed by the Illinois Department of Financial and Professional Regulation must instead contain the term Professional Limited Liability Company, PLLC or P.L.L.C. in the name.

Note 2: A professional limited liability company must state the specific professional service or related professional services to be rendered by the professional limited liability company.

Form Specifications

Fact Name Description
Form Identification This is the Illinois LLC Form LLC-45.5, used for applying to transact business in Illinois.
Filing Fee The filing fee for submitting Form LLC-45.5 is $150.
Payment Methods Payments must be made by certified check, cashier’s check, attorney’s check, CPA’s check, or money order.
Registered Agent Requirement The registered agent must reside in Illinois or be an authorized business entity in the state.
Governing Law The form is governed by the Illinois Limited Liability Company Act.

Illinois Llc 45 5: Usage Guidelines

Completing the Illinois LLC 45.5 form is a necessary step for businesses wishing to operate legally within the state. It is essential to ensure that all information is accurate and complete to avoid delays or complications. Below are the steps to fill out the form correctly.

  1. Begin by entering the Limited Liability Company name in the designated space. Ensure it includes "Limited Liability Company," "LLC," or "L.L.C."
  2. If the company name is not available, provide an assumed name in the next section. Note that you may need to complete form LLC 1.20 if this applies.
  3. Indicate the jurisdiction of organization where the LLC was formed.
  4. Fill in the date of organization of the LLC.
  5. Specify the period of duration. If there is no specific dissolution date, enter "perpetual."
  6. Provide the address of the principal place of business. Avoid using a P.O. Box or c/o.
  7. List the registered agent's name and their registered office address. The agent must be an Illinois resident or an authorized business entity.
  8. If applicable, enter the date on which the company first conducted business in Illinois.
  9. Describe the purpose(s) for which the company is organized to conduct business in Illinois.
  10. Select one option to indicate how the LLC is managed: either by manager(s) or by member(s).
  11. List the names and business addresses of all managers and any members with managerial authority.
  12. Confirm the appointment of the Illinois Secretary of State as the agent for service of process.
  13. Attach a Certificate of Good Standing or Existence, authenticated within the last 60 days, from the state or country where the LLC is formed.
  14. Finally, affirm the application by signing and dating it. Include your name and title, and if applicable, the name of the company or entity you represent.

Your Questions, Answered

What is the purpose of the Illinois LLC-45.5 form?

The Illinois LLC-45.5 form is used to apply for admission to transact business in Illinois as a limited liability company (LLC). This form is essential for out-of-state LLCs that wish to operate legally within Illinois. By submitting this form, the LLC officially registers with the state and complies with local regulations.

What information is required on the LLC-45.5 form?

When completing the LLC-45.5 form, you will need to provide several key pieces of information. This includes the LLC's name, jurisdiction of organization, date of organization, principal place of business, and details about the registered agent. Additionally, you must specify the purpose of the business and whether it is managed by members or managers. Accurate and clear information is crucial for the approval of your application.

What is the filing fee for the LLC-45.5 form?

The filing fee for submitting the LLC-45.5 form is $150. This fee must be paid using a certified check, cashier’s check, Illinois attorney’s check, C.P.A.’s check, or a money order made payable to the Secretary of State. Be aware that if the payment method is returned for any reason, the filing will be considered void.

Is there a penalty for late submission of the LLC-45.5 form?

Yes, there is a penalty associated with the late submission of the LLC-45.5 form. If the application is not submitted in a timely manner, it may result in additional fees or complications in your ability to conduct business in Illinois. It is advisable to submit the form as soon as you are prepared to ensure compliance and avoid penalties.

What documents must accompany the LLC-45.5 form?

Along with the LLC-45.5 form, you must include a Certificate of Good Standing or Existence. This certificate must be duly authenticated and issued within the last 60 days by the appropriate authority in the state or country where the LLC was originally formed. This document verifies that your LLC is in good standing and legally recognized in its home jurisdiction.

Who can act as a registered agent for the LLC?

The registered agent must be a resident of Illinois. If the agent is a business entity, it must be authorized to act as an agent in the state. The registered agent serves as the official point of contact for legal documents and notices, making it essential to choose someone reliable and knowledgeable about the responsibilities involved.

Common mistakes

  1. Illegible handwriting: Filling out the form in a way that is difficult to read can lead to processing delays. Always print clearly or type your responses.

  2. Incorrect payment method: Using an unacceptable payment method can void your application. Ensure you use a certified check, cashier’s check, or money order made out to the Secretary of State.

  3. Missing required information: Omitting essential details, such as the LLC name or registered agent information, can result in rejection. Double-check that all fields are completed.

  4. Improper company name: The LLC name must include "Limited Liability Company," "LLC," or "L.L.C." Ensure your chosen name complies with these requirements.

  5. Using a P.O. Box: Providing only a P.O. Box for the principal place of business or registered office is not acceptable. A physical address is required.

  6. Incorrect jurisdiction: Failing to specify the correct jurisdiction of organization can lead to issues. Make sure you accurately identify where your LLC was formed.

  7. Not including a Certificate of Good Standing: If applicable, ensure you attach a Certificate of Good Standing, authenticated within the last 60 days. This is crucial for processing your application.

  8. Signature issues: The application must be signed by someone with authority. Ensure the signature matches the printed name and title.

  9. Failure to check management structure: Not indicating whether the LLC is managed by members or managers can lead to confusion. Be sure to select the appropriate option on the form.

Documents used along the form

When forming a Limited Liability Company (LLC) in Illinois, several other forms and documents often accompany the LLC-45.5 form. Each of these documents serves a specific purpose in ensuring that the LLC is properly registered and compliant with state regulations. Below is a list of commonly used forms and documents that you might encounter in this process.

  • Certificate of Good Standing: This document verifies that the LLC is legally registered and compliant with state laws. It must be obtained from the state where the LLC was originally formed and is typically required to accompany the LLC-45.5 form.
  • Operating Agreement: While not required by law, an operating agreement outlines the management structure and operating procedures of the LLC. It is an important internal document that can help prevent disputes among members.
  • Assumed Name Registration (DBA): If the LLC intends to operate under a name different from its registered name, it must file an assumed name registration. This ensures that the business name is officially recognized and protects it from being used by others.
  • Registered Agent Consent Form: This form confirms that the registered agent has agreed to serve in that capacity. It is crucial because the registered agent is responsible for receiving legal documents on behalf of the LLC.
  • Application for Authority: If the LLC is formed in another state but wants to do business in Illinois, it must file this application. This document allows the LLC to legally operate in Illinois while maintaining its original formation.
  • Employer Identification Number (EIN) Application: An EIN is required for tax purposes and is often necessary for opening a business bank account. This application can be submitted to the IRS online and is an essential step for most LLCs.
  • Annual Report: After the LLC is established, it is typically required to file an annual report with the state. This document updates the state on the LLC’s status and any changes in management or structure.

Understanding these documents and their purposes can significantly simplify the process of forming and operating an LLC in Illinois. Each document plays a role in ensuring that the LLC is compliant with state laws and operates smoothly. Proper preparation and submission of these forms can help new business owners focus on what truly matters: running their business successfully.

Similar forms

The Illinois LLC Form 45.5 is essential for businesses wishing to operate as a limited liability company in Illinois. Several other documents serve similar purposes in business formation and compliance. Below is a list of these documents along with a brief explanation of how they relate to the LLC Form 45.5.

  • Form LLC-1.20: This form is used when the desired LLC name is not available. It allows the applicant to register an assumed name, similar to how the LLC Form 45.5 requires an assumed name if the original name is unavailable.
  • Articles of Organization: This document officially establishes an LLC in Illinois. Like the LLC Form 45.5, it includes details about the company, such as its name and registered agent.
  • Certificate of Good Standing: Required to accompany the LLC Form 45.5, this certificate verifies that the LLC is compliant with state regulations, similar to how the form ensures the business can legally operate.
  • Operating Agreement: While not submitted to the state, this internal document outlines the management structure of the LLC. It is similar to the management details required in the LLC Form 45.5.
  • Form LLC-50.1: This is an annual report form that LLCs must file. It ensures ongoing compliance, similar to the initial compliance established by the LLC Form 45.5.
  • Business License Application: Required for many types of businesses, this application ensures that the business complies with local regulations. It serves a similar purpose to the LLC Form 45.5 in terms of legal operation.
  • Employer Identification Number (EIN) Application: This form is necessary for tax purposes. Obtaining an EIN is similar to the registration process outlined in the LLC Form 45.5, as both are critical for legal and financial operations.
  • Form LLC-3.10: This form is used for amending the LLC's articles of organization. It is similar to the LLC Form 45.5 in that it updates the state on important changes regarding the LLC.

Dos and Don'ts

When filling out the Illinois LLC-45.5 form, it’s important to ensure that all information is accurate and complete. Here’s a list of things you should and shouldn’t do to help you navigate the process smoothly.

  • Do print clearly and legibly to avoid any misunderstandings.
  • Do ensure the LLC name includes "Limited Liability Company," "LLC," or "L.L.C." as required.
  • Do provide a valid address for the principal place of business; P.O. Boxes are not acceptable.
  • Do include the date of organization accurately to reflect when the company was established.
  • Do attach a Certificate of Good Standing or Existence if required, ensuring it is authenticated within the last 60 days.
  • Don’t leave any sections blank; all applicable fields must be filled out completely.
  • Don’t use a name that includes terms like “Corporation,” “Inc.,” or “LP,” as these are not allowed for LLCs.
  • Don’t forget to include the name and address of your registered agent, who must reside in Illinois.
  • Don’t submit a personal check; payment must be made by certified check, cashier’s check, or money order.
  • Don’t sign the form without verifying that all information is true and correct, as this can lead to penalties.

By following these guidelines, you can help ensure that your application is processed efficiently and without unnecessary delays.

Misconceptions

When it comes to the Illinois LLC Form 45.5, there are several misconceptions that can lead to confusion. Here are seven common misunderstandings, along with clarifications:

  • It’s only for new businesses. Many believe that Form LLC-45.5 is only necessary for new businesses. In reality, it is also required for existing LLCs that wish to conduct business in Illinois after being formed in another state.
  • Any form of payment is acceptable. Some think they can pay the filing fee with a personal check or credit card. However, the form specifically states that payment must be made by certified check, cashier’s check, attorney’s check, CPA’s check, or money order.
  • The registered agent can be anyone. A common misconception is that anyone can serve as a registered agent. In Illinois, the registered agent must either be a resident of the state or a business entity authorized to act as an agent.
  • P.O. Boxes are acceptable for business addresses. Many people assume that a P.O. Box can be used for the principal place of business. This is incorrect; the form requires a physical address, and P.O. Boxes are not acceptable.
  • Filing is optional for foreign LLCs. Some believe that foreign LLCs do not need to file this form to conduct business in Illinois. In fact, they must complete Form LLC-45.5 to be legally recognized in the state.
  • It’s okay to submit an incomplete form. Some individuals think they can submit the form even if it’s not fully completed. However, any missing information can lead to delays or rejections of the application.
  • The filing fee is refundable. There is a misconception that the $150 filing fee is refundable if the application is denied. Unfortunately, this fee is non-refundable, regardless of the outcome.

Understanding these misconceptions can help streamline the process of filing the Illinois LLC Form 45.5 and ensure compliance with state regulations.

Key takeaways

When filling out and using the Illinois LLC 45.5 form, consider the following key points:

  • Accurate Information: Ensure that all information is filled out clearly and accurately to avoid delays.
  • Filing Fee: The fee for submitting the form is $150. Payment must be made via certified check, cashier’s check, Illinois attorney’s check, C.P.A.’s check, or money order.
  • Check Requirements: If a check is returned for any reason, the filing will be void. Double-check your payment method before submission.
  • Company Name: The name of the LLC must include "Limited Liability Company," "LLC," or "L.L.C." Avoid restricted terms like "Corporation" or "Incorporated."
  • Registered Agent: The registered agent must be a resident of Illinois or a business entity authorized to act in the state.
  • Certificate of Good Standing: Include a Certificate of Good Standing or Existence, authenticated within the last 60 days, with your application.
  • Management Structure: Indicate whether the LLC is managed by managers or members. This distinction is important for governance.
  • Purpose of Business: Clearly state the purpose for which the LLC is organized and plans to conduct business in Illinois.
  • Signature Requirement: The application must be signed by an authorized individual. Ensure the signature is dated and includes the signer's name and title.

Following these guidelines will help streamline the process of filing your Illinois LLC 45.5 form and ensure compliance with state requirements.