Register an Illinois Foreign LLC
An Illinois Foreign LLC is an LLC that was formed outside of Illinois but has registered to do business there. Foreign LLCs in Illinois need to register with the Illinois Secretary of State by submitting an Application for Admission to Transact Business and paying a state filing fee of $150 (add $100 for expedited filing). While Illinois doesn't clearly define what counts as doing business in the state, a foreign LLC will typically need to register in Illinois if it owns or leases a storefront or office space in Illinois, hires and pays employees in the state, or provides retail sales or services there.
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How To Register a Foreign LLC in Illinois
Any foreign LLC that wants to do business in Illinois will need to file an Application for Admission to Transact Business with Illinois’s Secretary of State (SOS), Department of Business Services, Limited Liability Division. The process to register a foreign LLC is called foreign qualification. We’ll walk you through the foreign qualification process.
1. Appoint an Illinois Registered Agent
Your first step will be to appoint an Illinois registered agent. Your registered agent will need to have a street address in Illinois, keep regular business hours, accept legal notices and important state documents, and get these documents to you fast.
Can I be the registered agent for my Illinois foreign LLC?
You can be your own registered agent in Illinois if you have a street address there. But unless you meet that criteria or know someone who does, you’re probably in the market for a professional registered agent service.
Why should I use a registered agent service?
Because any professional registered agent worth their salt will not only get your mail to you immediately, but will also help you live privately by allowing you to use their name and address on state registration documents.
2. Get a Certificate of Good Standing
Next up is getting a Certificate of Good Standing from your LLC’s original state of registration. The certificate is evidence that your LLC is in compliance with its home state. Illinois requires an original copy of the certificate and will not accept a certificate that is older than sixty days.
How do I get a Certificate of Good Standing?
The process varies from state to state, but typically you’ll be able to request one online through the state agency where you first registered your LLC.
3. Complete the Application for Admission to Transact Business
To register a foreign LLC in Illinois, you must file an Application for Admission to Transact Business. Here is the information you will need on hand to complete the application:
- The name of your LLC. (If your name is not available, 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, the date your LLC started 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 person authorized to sign the application.
You will need to submit your application in duplicate and attach a Certificate of Good Standing from your LLC’s home state. There are no electronic filing options.
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How much does it cost to file the Application for Admission to Transact Business in Illinois?
The state application fee is $150 for regular mailed filings, but the approval process can take up to 45 days. You can also expedite the process by filing your paperwork in person at both the Chicago and Springfield office locations and paying an extra $100 to get same-day processing.
How do I file my Application to Transact Business in Illinois?
Illinois only accepts paper copies, which means you can deliver your application in person or send it by mail. Don’t forget, you will need to submit two copies of your application so that the state can return a stamped copy.
Illinois Secretary of State
Department of Business Services
Limited Liability Division
501 S. Second St., Rm. 351
Springfield, IL 62756
Cook County Building
69 W. Washington St., Ste. 1240
Chicago, IL 60602
Do foreign LLCs need to file Articles of Organization in Illinois?
No. Registering a foreign LLC is not the same as forming a new LLC in Illinois. You are simply asking for permission from the Secretary of State to do business in Illinois, so you don’t need to file IL Articles of Organization.
4. Receive Verification of Registration
Once your foreign LLC application has been approved, Illinois will mail you a stamped copy of your application. This copy proves that your LLC has been authorized to do business in Illinois.
How long will it take for Illinois to process my application?
Illinois only allows paper filings, which means your application will be processed in about 45 days. You also have the option to hand deliver your application to both the Chicago and Springfield office locations for same-day processing. The Illinois Secretary of State charges an extra $100 for this service, but your foreign LLC will be approved right away.
Illinois Foreign LLC Registration FAQ
How do I amend a foreign LLC in Illinois?
To amend a foreign LLC in Illinois, you’ll need to fill out and file an Amended Application for Admission form with the Illinois SOS. Only mailed or in-person filings are allowed. The filing fee is $50.
What does it mean to do business in Illinois?
§805 ILCS 5/13.75 lists the activities that are NOT considered doing business in Illinois, such as having a bank account in the state, selling through independent contractors, or owning property. However, the statutes aren’t clear on what DOES count as doing business. However, here are some common reasons why an business would need to register as a foreign LLC in another state. These include, but are not limited to:
- having or hiring employees
- selling products or services
- purchasing or leasing property expressly for the purpose of making sales or providing services
- applying for a professional or occupational license
If you’re not sure whether you need to register with the state, we recommending consulting a business attorney or CPA.
Read more about what counts as doing business in another state.
Do I have to file an Illinois annual report for my foreign LLC?
Yes. Illinois Annual Reports are due before the first day of the LLC’s anniversary month. This means that if you registered your LLC on June 15th, your annual report will be due by May 31st the following year. The report costs $75 to file. Online filings are processed right away. Filing by mail? You’ll have to wait 10 to 15 business days for your report to be processed. Annual reports not filed within 60 days of the due date will be fined $100.
How are foreign LLCs in Illinois taxed?
By default, LLCs are taxed as pass-through entities. This means that the LLC itself does not pay taxes. Instead, profits pass through to the members of the LLC, who report their share of business profits and losses on their own tax returns. LLC members must also pay self-employment taxes (15.3%) on their share of the profits. A foreign LLC can also elect to be taxed as an S-corp or C-corp.
How can I withdraw my foreign LLC from Illinois?
To withdraw your foreign LLC in Illinois, you need to complete and submit two copies of the Application for Withdrawal form to the Illinois SOS. The filing fee is only $5, and you can submit the application by mail or in person. Illinois will keep one copy and return the other to you as proof that your foreign LLC has been withdrawn.