Illinois Business Law: Registering LLC’s Formed Out-of-State

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What happens when you form an LLC in another state but want to regularly conduct business within the State of Illinois?  These are called “foreign LLC’s.”  A foreign LLC must be admitted by the Illinois Secretary of State to transact business in Illinois.  To do this, the foreign LLC must submit an application for admission to transact business as a foreign LLC (Form LLC-45.5) which has a $150.00 fee, and must include the following:

  1. The name of the foreign LLC (and the name it is going to conduct business under, if it is a different name);
  2. The jurisdiction, date of formation, and period of duration;
  3. A certificate stating the company is in existence under the laws of whatever state it was organized under;
  4. The name and address of the proposed registered agent in Illinois;
  5. The address of its principal place of business;
  6. The purpose(s) for which the business was organized, and the purpose(s) proposed for conducting business in Illinois;
  7. A statement of who manages the LLC and whether management is vested in its members;
  8. A statement that the Secretary of State is appointed as the agent of the LLC for service of process;
  9. Additional information necessary for the Illinois Secretary of State to determine whether that LLC is entitled to transact business in Illinois. See 805 ILCS 180/45-5.

If approved, the Secretary of State will send an original back to the person who filed it or their representative.

Once it has authority to conduct business in Illinois, it is limited by the limitations an Illinois LLC’s has. See 805 ILCS 180/45-1.


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