ARTICLES OF ORGANIZATION

Illinois Limited Liability Company

Filed Pursuant to the Illinois Limited Liability Company Act (805 ILCS 180/)

IMPORTANT NOTICE

These Articles of Organization form a limited liability company (LLC) under the Illinois Limited Liability Company Act, 805 ILCS 180/ (the "Act"). They are filed with the Illinois Secretary of State, Department of Business Services. The filing fee is $150.00. Online filing is available and typically processed within 5-10 business days; expedited processing is available for an additional $100.00 (1-2 business day processing).

ARTICLE 1: LLC NAME

1.1 Name of Limited Liability Company

[________________________________], LLC

1.2 Name Requirements (805 ILCS 180/5-1)

The LLC name must comply with the following requirements under 805 ILCS 180/5-1:

☐ The name contains the words "Limited Liability Company" or the abbreviation "LLC" or "L.L.C."
☐ The name is distinguishable on the records of the Illinois Secretary of State from:
- Any other LLC, corporation, limited partnership, or other registered entity name on file
- Any reserved or registered name
☐ The name does not contain language stating or implying that the LLC is organized for a purpose not permitted by the Act or its Articles
☐ The name does not contain language that could confuse the LLC with a government agency

1.3 Name Reservation (Optional)

☐ A name reservation was obtained from the Secretary of State on [__/__/____]
☐ Name reservation number: [________________________________]
☐ No name reservation was obtained

ARTICLE 2: PURPOSE

2.1 Purpose of the LLC

The purpose of the LLC is:

☐ General Purpose: To engage in any lawful act or activity for which a limited liability company may be organized under the Illinois Limited Liability Company Act.

☐ Specific Purpose (if applicable): [________________________________]

[________________________________]

2.2 Professional LLC (PLLC) Designation

☐ This LLC is not a Professional Limited Liability Company.

☐ This LLC is a Professional Limited Liability Company organized to render the following professional services: [________________________________]

(Note: Professional LLCs must comply with additional requirements under 805 ILCS 180/5-5(b).)

ARTICLE 3: REGISTERED AGENT AND OFFICE

3.1 Registered Agent (805 ILCS 180/1-35)

The LLC's registered agent in Illinois is:

Name of Registered Agent: [________________________________]

The registered agent has consented to serve in this capacity.

3.2 Registered Office (805 ILCS 180/1-36)

The registered office address in Illinois is:

Street Address: [________________________________]

City: [________________________________] State: IL Zip: [________]

Important Requirements:

☐ The registered office must be a physical street address in Illinois (P.O. Boxes are not permitted)
☐ The registered agent must be available at this address during normal business hours to accept service of process
☐ The registered agent must be either:
- An individual who resides in Illinois, OR
- A domestic or foreign entity authorized to transact business in Illinois

ARTICLE 4: PRINCIPAL PLACE OF BUSINESS

4.1 Principal Office Address

Street Address: [________________________________]

City: [________________________________] State: [____] Zip: [________]

(The principal office may be located in or outside Illinois.)

ARTICLE 5: MANAGEMENT STRUCTURE

5.1 Management Type (805 ILCS 180/5-5(a)(5))

This LLC shall be managed by (check one):

☐ MEMBER-MANAGED — The LLC is managed by its member(s). All members have the authority to bind the LLC in the ordinary course of business.

☐ MANAGER-MANAGED — The LLC is managed by one or more managers. Only the designated manager(s) have the authority to bind the LLC.

5.2 Initial Members (if Member-Managed)

5.3 Initial Managers (if Manager-Managed)

Initial Members (non-managing):

ARTICLE 6: DURATION

6.1 Term of Existence

☐ Perpetual: The LLC shall exist perpetually unless dissolved in accordance with the Act or the Operating Agreement.

☐ Fixed Term: The LLC shall exist until [__/__/____], unless earlier dissolved in accordance with the Act or the Operating Agreement.

ARTICLE 7: EFFECTIVE DATE

7.1 Effective Date of Organization

☐ Upon Filing: These Articles shall be effective upon filing with the Illinois Secretary of State.

☐ Delayed Effective Date: These Articles shall be effective on [__/__/____] (not more than 60 days after the date of filing).

ARTICLE 8: SERIES LLC (OPTIONAL)

8.1 Series Authorization (805 ILCS 180/37-40)

☐ Not Applicable: This LLC is not authorized to establish series.

☐ Series Authorized: This LLC is authorized to establish one or more designated series of members, managers, or interests pursuant to 805 ILCS 180/37-40. The debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to a particular series shall be enforceable only against the assets of such series as provided in the Act.

ARTICLE 9: LIMITED LIABILITY

9.1 Limited Liability of Members and Managers

Pursuant to 805 ILCS 180/10-10, no member or manager of the LLC shall be personally liable for any debt, obligation, or liability of the LLC solely by reason of being a member or manager, whether arising in contract, tort, or otherwise. This limitation applies to:

☐ Debts and obligations of the LLC
☐ Liabilities arising from the acts or omissions of other members or managers
☐ Liabilities arising from the wrongful acts of employees or agents

9.2 Exceptions

Nothing in this Article shall affect the personal liability of a member or manager for:

☐ The member's or manager's own tortious conduct
☐ Obligations arising from an express personal guarantee
☐ Liability imposed by any other provision of the Act

ARTICLE 10: INDEMNIFICATION

10.1 Indemnification of Members and Managers

The LLC shall indemnify and hold harmless each member and manager to the fullest extent permitted by the Operating Agreement (as authorized under 805 ILCS 180/15-5) and applicable common law (note: the Illinois LLC Act does not contain a dedicated indemnification section; indemnification rights are governed by the operating agreement and common law):

☐ Any action taken in good faith on behalf of the LLC
☐ Any action that was reasonably believed to be in the best interest of the LLC
☐ Defense costs, including reasonable attorney's fees

10.2 Limitation on Indemnification

Indemnification shall not be available for:

☐ Conduct constituting fraud, willful misconduct, or criminal activity
☐ Actions not authorized by the Operating Agreement or the Act
☐ Distributions made in violation of the Act

ARTICLE 11: OPERATING AGREEMENT

11.1 Operating Agreement Requirement (805 ILCS 180/15-5)

The members of the LLC shall adopt a written Operating Agreement within [thirty (30)] days after the Effective Date. The Operating Agreement shall govern:

☐ The internal affairs of the LLC
☐ The rights and obligations of the members and managers
☐ The conduct of the LLC's business
☐ Distributions and allocations of profits and losses
☐ Transfer restrictions on membership interests
☐ Dissolution and winding up procedures

11.2 Supremacy

In the event of any conflict between these Articles and the Operating Agreement, the Operating Agreement shall control to the extent permitted by the Act.

ARTICLE 12: ORGANIZER INFORMATION

12.1 Organizer

Name of Organizer: [________________________________]

Address of Organizer:

Street: [________________________________]

City: [________________________________] State: [____] Zip: [________]

Email: [________________________________]

Telephone: [________________________________]

12.2 Organizer's Authority

The Organizer executes these Articles solely for the purpose of forming the LLC. The Organizer is not necessarily a member or manager of the LLC unless separately identified as such.

ARTICLE 13: ADDITIONAL PROVISIONS (OPTIONAL)

13.1 Additional Provisions

The following additional provisions are included in these Articles (check all that apply):

☐ Dissolution Events: The LLC shall be dissolved upon [________________________________]

☐ Restrictions on Transfer: Membership interests may not be transferred without the written consent of [________________________________]

☐ Capital Contributions: The initial capital contributions of the members are set forth in the Operating Agreement

☐ Tax Classification: The LLC intends to be classified for federal income tax purposes as:
☐ A disregarded entity (single member)
☐ A partnership (multi-member default)
☐ An S Corporation (IRS Form 2553 election)
☐ A C Corporation (IRS Form 8832 election)

☐ Other: [________________________________]

ARTICLE 14: ANNUAL REPORT REQUIREMENTS

14.1 Annual Report (805 ILCS 180/50-1)

Under 805 ILCS 180/50-1, the LLC must file an Annual Report with the Illinois Secretary of State:

☐ The Annual Report is due on the first day of the anniversary month of formation each year
☐ Filing fee: $75.00
☐ The Annual Report must include updated information about the LLC's registered agent, registered office, principal office, and managers/members
☐ Failure to file the Annual Report may result in administrative dissolution and a $100.00 penalty

14.2 Annual Report Calendar

ARTICLE 15: EXECUTION

15.1 Organizer's Execution

IN WITNESS WHEREOF, the undersigned Organizer executes these Articles of Organization for the purpose of forming a limited liability company under the Illinois Limited Liability Company Act.

Organizer:

Signature: _________________________________ Date: [__/__/____]

Print Name: [________________________________]

Address: [________________________________]

ARTICLE 16: OPTIONAL NOTARY ACKNOWLEDGMENT

Illinois does not require notarization for LLC Articles of Organization filed with the Secretary of State. However, notarization is provided here for optional evidentiary purposes.

State of [________________________________]
County of [________________________________]

On this [____] day of [____________], [________], before me, the undersigned Notary Public, personally appeared [________________________________], who acknowledged that he/she executed the foregoing Articles of Organization as the Organizer of [LLC Name], LLC for the purposes therein stated.

Notary Public Signature: _________________________________

Notary Printed Name: [________________________________]

My Commission Expires: [__/__/____]

[NOTARY SEAL]

FILING INSTRUCTIONS AND CHECKLIST

Complete Formation Guide

Step 1: Name Availability Search

☐ Search the Illinois Secretary of State business name database: https://www.ilsos.gov/corporatellc/
☐ Confirm the name is distinguishable from existing registered names
☐ The name must contain "Limited Liability Company," "LLC," or "L.L.C."
☐ Optional: Reserve the name with the Secretary of State

Step 2: Select a Registered Agent

☐ The registered agent must be an individual residing in Illinois or an entity authorized to do business in Illinois
☐ The registered agent must have a physical street address in Illinois (not a P.O. Box)
☐ The registered agent must consent to serve

Step 3: Complete the Articles of Organization

☐ Complete all applicable Articles in this template
☐ Choose management structure (member-managed or manager-managed)
☐ Determine duration (perpetual or fixed term)
☐ Determine effective date (upon filing or delayed)

Step 4: File with the Secretary of State

☐ Online Filing (Recommended): https://apps.ilsos.gov/llcarticles/index.jsp
- Processing time: 5-10 business days
- Expedited processing (+$100.00): 1-2 business days

☐ Mail Filing:
Illinois Secretary of State
Department of Business Services
501 S. 2nd Street, Suite 328
Springfield, IL 62756
- Processing time: 10-15 business days plus mailing

☐ Pay the $150.00 filing fee
- Accepted payment: credit card (online), certified check, cashier's check, money order, Illinois attorney check, or CPA check

Step 5: Post-Formation Requirements

☐ Obtain an Employer Identification Number (EIN) from the IRS
☐ Draft and adopt an Operating Agreement within thirty (30) days
☐ Open a business bank account in the LLC's name
☐ Obtain required business licenses and permits (state, county, municipal)
☐ Register with the Illinois Department of Revenue for state tax obligations
☐ Calendar the Annual Report due date (first day of the formation anniversary month each year)

Step 6: Ongoing Compliance

☐ File the Annual Report with the Secretary of State each year ($75.00)
☐ Maintain a registered agent and registered office in Illinois at all times
☐ File articles of amendment for any material changes to the Articles
☐ File articles of dissolution if the LLC ceases operations
☐ Maintain the Operating Agreement and update as needed
☐ Comply with all federal, state, and local tax filing requirements

APPENDIX: SUMMARY OF FILING FEES

Sources and References

• Illinois Secretary of State — LLC Formation Guide: https://www.ilsos.gov/content/dam/publications/pdf_publications/c334.pdf
• Illinois Secretary of State — LLC Online Filing: https://apps.ilsos.gov/llcarticles/index.jsp
• 805 ILCS 180/ (Illinois Limited Liability Company Act): https://www.ilga.gov/legislation/ilcs/ilcs4.asp?DocName=080501800HArt.+5&ActID=2290&ChapterID=65
• 805 ILCS 180/5-5 (Articles of Organization Contents)
• 805 ILCS 180/1-35 (Registered Agent Requirements)
• 805 ILCS 180/15-5 (Operating Agreement)
• 805 ILCS 180/50-1 (Annual Report)
• 805 ILCS 180/37-40 (Series LLC)
• Illinois Secretary of State — Department of Business Services: https://www.ilsos.gov/

This template is provided by ezel.ai for informational purposes only. It does not constitute legal advice. Consult an Illinois-licensed attorney before filing.