Last Updated: February 16, 2024, 12:57 pm by TRUiC Team

Illinois Foreign LLC

Home to more than a third of the country’s Fortune 500 companies, Illinois is one of the best states in which to own a business. With its booming economy and access to a skilled workforce, more entrepreneurs seek to take advantage of the great business climate in Illinois. When you’re ready to expand your LLC into “The Prairie State,” you must register your business as an Illinois foreign LLC.

Already know you want to expand your business and form an Illinois Foreign LLC? Avoid the hassle and hire a professional service like Northwest to handle the formation process.

Man looking at paperwork to form his foreign LLC.

Illinois Foreign LLC Overview

A foreign LLC is an LLC that allows you to conduct business in a state outside the home state in which you originally formed your LLC. Registering as an Illinois foreign LLC represents an expansion of your existing LLC that’ll allow you to conduct business in the state of Illinois. Since a foreign LLC is simply an expansion of an existing business, if you don’t currently have a legal business entity and want to begin your business in the state of Illinois, consider forming a traditional Illinois LLC.

This guide details each step you must take to register your LLC as an Illinois foreign LLC. 

Do I Need to Register My LLC as a Foreign LLC in Illinois?

If your company plans to conduct business in Illinois, you must register as a foreign LLC. While there’s no exact definition of what qualifies as conducting business in Illinois, you should consider registering as an Illinois foreign LLC if your business:

  • Has employees or agents physically working in Illinois
  • Owns or leases a store, warehouse, or physical location in the state
  • Performs services like installation, repairs, or assembly in Illinois
  • Maintain an office or place of business in the state

What Happens if I Fail to Register My Business as an Illinois Foreign LLC?

Failing to register your business as a foreign LLC in Illinois means your company can’t file a civic complaint or lawsuit in the state. If a client hasn’t paid on their contract, for example, you can’t sue them to collect the delinquent funds. However, failing to register doesn’t render your commercial contracts invalid. You also can still defend your LLC from litigation filed in Illinois.

Illinois provides a 60-day grace period in which to file your foreign LLC paperwork from the date you began conducting business in the state. After 61 days, you’ll incur a penalty of $2,000 plus another $100 for each month past the 60 days. Any LLC that conducted business for years without registering must pay an additional $250 filing fee per year for their required annual report plus a $300 penalty if the report is late along with a $100 penalty for each year the LLC failed to file an annual report.

The penalties and fees for not properly registering your business as a foreign LLC can add up quickly and impact your business’s revenue. We recommend following the right path from the start by filing your paperwork promptly as soon as you decide to expand your business into Illinois.

How to Register a Foreign LLC in Illinois

To register your business as an Illinois foreign LLC, you must file an Application for Admission to Transact Business (Form LLC-45.5), obtain a Certificate of Good Standing, and appoint a registered agent in Illinois. 

Recommended: Save yourself the hassle and have a professional service file your Illinois foreign LLC paperwork for you. This’ll ensure everything is done right and give you time to work on what really matters — growing your business.

Appoint an Illinois Registered Agent

One of the first steps you must complete to register your LLC as a foreign LLC in Illinois involves appointing an Illinois registered agent. You can select an individual or a business qualified to act as an agent with a physical address within Illinois.

A registered agent acts on your behalf to receive paperwork (e.g., legal documents, official notices, and state documents) and promptly forwards them to you in your home state. You can select anyone with an Illinois address to be your registered agent, but using a professional registered agent service can provide you with a reliable professional to accept your paperwork at all times while protecting your privacy.

Obtain a Certificate of Good Standing

You’ll also need a valid Certificate of Good Standing from your LLC’s home state to process an Illinois foreign LLC registration. A Certificate of Good Standing proves that your LLC is up to date with all fees and taxes and is in compliance with state regulations in its home state. You must obtain your Certificate of Good Standing no more than 60 days before you file your Illinois foreign LLC application.

Complete the Application for Admission to Transact Business in Illinois

The official Illinois form you must complete is Form LLC-45.5: Application for Admission to Transact Business. The information you’ll need is the same information you needed when you originally filed formation documents for your LLC. 

To complete this form, follow these instructions:

  1. LLC Name: List your LLC’s name here. (If its true name is unavailable in Illinois, you can select an alternate name that complies with Illinois naming laws and list that in Item 2.)
  2. Assumed Name: If your company’s true name isn’t available for use in Illinois, enter the alternate business name you want to use when conducting business in Illinois.
  3. Jurisdiction of Organization: List the state in which you initially formed your LLC.
  4. Date of Organization: Enter the date on which you originally formed your LLC.
  5. Period of Duration: Provide the date on which your company will be dissolved or terminated. If there is no such date, enter “perpetual” here. 
  6. Address of the Principal Place of Business: Enter your company’s main address in its home state.
  7. Registered Agent: List your appointed registered agent’s name and office address in Illinois. Consider using a professional registered agent service.
  8. Date Your Company First Transacted Business in Illinois: If applicable, list the date your company began conducting business in Illinois. (Note that Illinois allows a 60-day grace period for registering as a foreign LLC.) 
  9. Purpose for Which the Company is Organized and Proposes to Conduct Business in Illinois: Describe your company’s purpose for conducting business in the state of Illinois. 
  10. Manager-Managed or Member-Managed: Check the box to indicate how your LLC is managed — either managed by the manager(s) or has management vested in the member(s). 
  11. Names and Business Addresses of All Managers and Any Member with the Authority of Manager: Enter the name(s) and address(es) of your LLC’s manager(s) or member-manager(s) in this section.
  12. Illinois Secretary of State Designation: This line requires no action and is a general formal statement by the Illinois Secretary of State.
  13. Certificate of Good Standing: This statement says you’ll submit a Certificate of Good Standing secured within the past 60 days along with your application.
  14. Signature: An authorized manager or company member must sign this application, stating the information presented is true. 

File the Application for Admission to Transact Business in Illinois

After you complete the Application for Admission to Transact Business in Illinois, you must pay the $150 filing fee to the Illinois Secretary of State’s Department of Business Services when you file this paperwork. You can file by mail or in person.

File as an Illinois Foreign LLC

File Form LLC-45.5 by Mail or In Person

Download Form

Fee: $150

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

How Long Will It Take Before My Illinois Foreign LLC is Approved?

The processing time for a foreign LLC registration application in Illinois takes up to 30 days. You can request expedited processing for an extra $100 fee, which will change the processing time to the same day.

How to Keep Your Illinois Foreign LLC Compliant

Once the state approves your foreign LLC application, you must remain compliant with Illinois laws and file your Illinois annual report on time.

Illinois Annual Report

Illinois requires foreign LLCs operating within the state to file an annual report every year. This report is always due on the anniversary of the registration of your foreign LLC and includes a $225 filing fee.

Illinois Foreign LLC Taxes

As with most LLCs, foreign LLCs registered to do business in Illinois benefit from pass-through taxation. That means all of your LLC’s profits and losses are taxed on its individual shareholders’ tax returns. Illinois also has a state income tax of 3.75% that your LLC shareholders must pay. 

It’s always a good idea to review any taxes you might owe in Illinois based on the nature of your business. We recommend contacting an accountant or speaking with a lawyer to learn more.