What are Articles of Organization?
Articles of organization are part of a formal legal document used to establish a limited liability company (LLC) at the state level. A limited liability company (LLC) is a business structure in the United States whereby the owners are not personally liable for the company's debts or liabilities. Limited liability companies are hybrid entities that combine the characteristics of a corporation with those of a partnership or sole proprietorship. If you own a business and several assets, you may want to consider forming an LLC. Each state has different laws on forming an LLC. However, submitting the Articles of Organization is critical in establishing an LLC in all states. This includes Illinois.
What is the Purpose of the Articles of Organization?
This document is a foundational document used to create a limited liability company (LLC), a legal entity recognized by the state. In Illinois, the Articles of Organization are filed with the Office of the Illinois Secretary of State.
What information needs to be included in the Articles of Organization?
The following is required when submitting the articles of organization with the Office of the Illinois Secretary of State.
Name of your LLC
- The company's name must be different from any other business already listed with the secretary of state. Illinois’ secretary of state prohibits using any name of an administratively dissolved organization for three years after the notice of dissolution was issued.
- Your name must also include the words limited liability company or the associated abbreviations (LLC). It cannot include the terms corporation, incorporated, or limited partnership.
- The name and address of the registered agent must be included. Illinois law requires that you have one appointed with authority to act as a registered agent in the state. The Illinois Secretary of State will send any correspondence to your registered agent.
- The street address of your principal office
- Name and address of all organizers who aren’t managers or members
- Whether you’re a manager-managed or a member-managed LLC, it must contain a statement saying which one the company will operate as. It should also include the addresses and names of all the members or managers.
- Signature of at least one LLC member
What is the difference between articles of organization and articles of incorporation?
The articles of organization and the articles of incorporation can easily be confused. They are very similar but have one main difference: articles of organization are meant for LLCs, as outlined here, and articles of incorporation are for corporations.
How to File Articles of Organization?
You can file the articles of organization online with the Illinois Secretary of State's office here. The Secretary of State recommends that you avoid using the auto-fill tool to prevent unintended errors and rejection of your application. The cost to file is $150. If you want to create an LLC with the ability to establish a series, you will need to pay $400 to file. The payment will be made to the Secretary of State's office. A benefit of filing in Illinois is that you will receive your fee back if the application were to be rejected. You can file online if you meet all the following criteria:
- The articles of the organization will be effective on the date they were filed.
- You do not require “optional provisions.”
- The company has at least one member listed on file
- The LLC will have perpetual existence
If you do not meet the above criteria, you will need to fill out and submit the paper version of the form. The paper form can be found here. If you submit the articles of the organization via mail, the process may take a bit longer. You will need to mail it to the following address.Department of Business Services
Limited Liability Division
501 S. Second St., Rm. 351
Springfield, IL 62746
The process can take up to 10 business days before you receive notice of whether your application was accepted or rejected. If you perform the expedited process for an additional $100, you can expect a turnaround time of approximately 24 hours.
What are some reasons my
Articles of Organization may be rejected?
The Division may reject your application. The reason is usually concerning the LLC suggested name. Other reasons may include if you forgot to pay the application fee. Make sure to include the fee in your application, especially if sending the application in person, mailing it, or by fax. The check must also be made payable to the Secretary of State where the filing is sent. Another reason can be that you forgot to include the good standing certificate from Illinois or whichever state that you are submitting your documents to establish your LLC. It is also essential that your papers are complete and legible. You risk being rejected if your writing is incomplete or cannot be understood. The documents must be signed by a member of the LLC, manager, or authorized person.
How can a Lawyer help submit Articles of Organization?
Having a lawyer assist you in filing the Articles of Organization is not necessary. However, it may be helpful to have an expert navigate the Illinois-specific laws and increase efficiency. It may also prevent the need to repeatedly send in your application after rejection. Your business attorney may also advise whether an LLC is the appropriate business structure for your needs.
You should work with an attorney if you have difficulties filling or have additional questions.
For any additional questions or more information, you can email the Department of Business Services, Limited Liability Division, or call 217-524-8008 extension 7736 during business hours.