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Outline

The Illinois LLC 45.5 form is a crucial document for any Limited Liability Company (LLC) looking to conduct business in the state of Illinois. This application serves as a formal request for permission to operate and includes essential information about the company. Key aspects of the form include the LLC's name, jurisdiction of organization, and the address of its principal place of business. Additionally, it requires details about the registered agent, who must reside in Illinois, and outlines the management structure of the LLC. The form also mandates a filing fee of $150, which must be paid via certified check or money order, and it stipulates that a Certificate of Good Standing must accompany the application. Notably, the applicant must affirm the accuracy of the information provided, ensuring compliance with state regulations. Understanding these components is vital for a successful application process and to maintain good standing with the Illinois Secretary of State.

Sample - Illinois Llc 45 5 Form

Form LLC-45.5

May 2018

Secretary of State

Department of Business Services Limited Liability Division

501 S. Second St., Rm. 351 Springfield, IL 62756 217-524-8008 www.cyberdriveillinois.com

Payment must be made by certified check, cashier’s check, Illinois attorney’s check, C.P.A.’s check or money order payable to Secretary of State. If check is returned for any reason this filing will be void.

Illinois

Limited Liability Company Act

Application for Admission to

Transact Business

Type or print clearly.

Filing Fee: $150

Penalty: $

Approved:

Print Reset

FILE #

This space for use by Secretary of State.

1.Limited Liability Company name (see Note 1): _____________________________________________________________________

2.Assumed name: ____________________________________________________________________________________________

(This item is only applicable if the company name in Item 1 is not available for use in Illinois, in which case form LLC 1.20 must be completed and submitted with this application.)

3.Jurisdiction of organization: __________________________________________________________________________________

4.Date of organization: ________________________________________________________________________________________

5.Period of duration: __________________________________________________________________________________________

(Enter perpetual unless there is a date of dissolution provided in the agreement, in which case enter that date.)

6.Address of the principal place of business: (P.O. Box alone or c/o is unacceptable.)

_________________________________________________________________________________________________________

Number

Street

Suite #

_________________________________________________________________________________________________________

City

State

ZIP

7. Registered agent: ___________________________________________________________________________________________

First Name

Middle Name

Last Name

Registered office: ___________________________________________________________________________________________

(P.O. Box alone or c/o

Number

Street

 

Suite #

is unacceptable.)

 

 

IL

 

 

City

 

ZIP

 

 

 

Note: The registered agent must reside in Illinois. If the agent is a business entity, it must be authorized to act as agent in this state.

8.If applicable, date on which company first conducted business in Illinois: _______________________________________________

(continued on back)

Printed by authority of the State of Illinois. June 2018 — 1 — LLC 17.21

LLC-45.5

9.Purpose(s) for which the company is organized and proposes to conduct business in Illinois (see Note 2):

10.The Limited Liability Company: (check one)

n is managed by the manager(s) or n has management vested in the member(s):

11.List names and business addresses of all managers and any member with the authority of manager:

12.The Illinois Secretary of State is hereby appointed the agent of the Limited Liability Company for service of process under circumstances set forth in subsection (b) of Section 1-50 of the Illinois Limited Liability Company Act.

13.This application is accompanied by a Certificate of Good Standing or Existence, duly authenticated within the last 60 days, by the officer of the state or country wherein the LLC is formed.

14.The undersigned affirms, under penalties of perjury, having authority to sign hereto, that this application for admission to transact business is to the best of my knowledge and belief, true, correct and complete.

Dated: ____________________________________________Month, Day, Year

_________________________________________________Signature

_________________________________________________Name and Title (type or print)

_________________________________________________If applicant is signing for a company or other entity,

state name of company or entity.

Note 1: The name must contain the term Limited Liability Company, LLC or L.L.C. The name cannot contain any of the following terms: “Corporation,” “Corp.” “Incorporated,” “Inc.,” “Ltd.,” “Co.,” “Limited Partnership” or “LP.” However, a limited liability company that will provide services licensed by the Illinois Department of Financial and Professional Regulation must instead contain the term Professional Limited Liability Company, PLLC or P.L.L.C. in the name.

Note 2: A professional limited liability company must state the specific professional service or related professional services to be rendered by the professional limited liability company.

Form Information

Fact Name Details
Form Title Application for Admission to Transact Business (Form LLC-45.5)
Governing Law Illinois Limited Liability Company Act
Filing Fee $150
Payment Methods Certified check, cashier’s check, Illinois attorney’s check, C.P.A.’s check, or money order
Principal Place of Business P.O. Box alone or c/o is unacceptable
Registered Agent Requirements The registered agent must reside in Illinois or be an authorized business entity
Certificate of Good Standing Must be authenticated within the last 60 days
Management Structure Can be managed by manager(s) or vested in member(s)
Signature Requirement Affirmation under penalties of perjury is required

Detailed Guide for Filling Out Illinois Llc 45 5

Filling out the Illinois LLC 45.5 form is an important step in registering your limited liability company to conduct business in Illinois. This process involves providing essential information about your LLC, including its name, address, and management structure. After completing the form, you will need to submit it along with a Certificate of Good Standing and the appropriate filing fee.

  1. Enter the Limited Liability Company name: Write the name of your LLC as it will appear in official documents. Ensure it includes "Limited Liability Company," "LLC," or "L.L.C."
  2. Fill in the Assumed name: If your chosen name is unavailable, provide an assumed name. If applicable, you must also submit form LLC 1.20.
  3. Specify the Jurisdiction of organization: Indicate the state or country where your LLC was originally formed.
  4. Provide the Date of organization: Write the date when your LLC was established.
  5. State the Period of duration: Enter "perpetual" unless a specific dissolution date is mentioned in your operating agreement.
  6. List the Address of the principal place of business: Include the complete address, ensuring it does not consist solely of a P.O. Box or c/o.
  7. Identify the Registered agent: Provide the full name of your registered agent, who must reside in Illinois. Include the address of the registered office, avoiding P.O. Boxes.
  8. Indicate the date of first business in Illinois: If applicable, state when your LLC first conducted business in the state.
  9. Describe the Purpose(s) of the company: Outline the business activities your LLC intends to engage in.
  10. Select management structure: Check the appropriate box to indicate whether your LLC is managed by managers or if management is vested in members.
  11. List names and addresses: Provide the names and business addresses of all managers and any member with managerial authority.
  12. Appoint the Illinois Secretary of State: Acknowledge that the Secretary of State is appointed as the agent for service of process.
  13. Attach the Certificate of Good Standing: Include a Certificate of Good Standing, authenticated within the last 60 days.
  14. Affirm the application: Sign and date the application, confirming the information is true and complete. Include your name, title, and the name of the company if applicable.

Obtain Answers on Illinois Llc 45 5

  1. What is the Illinois LLC 45.5 form?

    The Illinois LLC 45.5 form is an application for a Limited Liability Company (LLC) to gain permission to transact business in the state of Illinois. This form is essential for LLCs that were formed outside of Illinois but wish to operate within the state. It ensures compliance with state regulations and helps protect both the business and its members.

  2. What is the filing fee for the LLC 45.5 form?

    The filing fee for submitting the LLC 45.5 form is $150. This fee must be paid at the time of filing, and it's important to ensure that payment is made via certified check, cashier's check, Illinois attorney's check, C.P.A.'s check, or money order made out to the Secretary of State.

  3. What happens if my check is returned?

    If your check is returned for any reason, the filing associated with the LLC 45.5 form will be considered void. This means that the application will not be processed, and you will need to resubmit the form along with the appropriate payment to proceed.

  4. What information is required on the form?

    The LLC 45.5 form requires several pieces of information, including:

    • The name of the LLC
    • The assumed name (if applicable)
    • The jurisdiction of organization
    • The date of organization
    • The principal place of business address
    • The name and address of the registered agent
    • The purpose of the LLC
    • Management structure details
  5. Who can serve as a registered agent?

    A registered agent must reside in Illinois. If the agent is a business entity, it must be authorized to act as an agent in the state. The registered agent is responsible for receiving legal documents on behalf of the LLC, so choosing someone reliable is crucial.

  6. What is a Certificate of Good Standing?

    A Certificate of Good Standing is a document that verifies that your LLC is legally registered and compliant with state regulations. This certificate must be authenticated within the last 60 days and submitted along with the LLC 45.5 form as part of the application process.

  7. What is the purpose section of the form?

    The purpose section allows you to specify the reasons your LLC is organized and the types of business activities it will conduct in Illinois. This is important for regulatory purposes and helps clarify the scope of your business operations.

  8. What if my LLC name is not available?

    If the name you wish to use for your LLC is already taken or not available in Illinois, you will need to provide an assumed name. In such cases, you must also complete and submit form LLC 1.20 along with your application.

  9. Can my LLC be managed by members or managers?

    Yes, the LLC 45.5 form allows you to indicate whether your company will be managed by members or by designated managers. This choice affects how decisions are made and who has authority within the company, so it’s an important decision to consider.

  10. What are the penalties for incorrect information?

    When you sign the LLC 45.5 form, you affirm that the information provided is accurate to the best of your knowledge. If any information is found to be false or misleading, it could lead to penalties, including potential legal repercussions or denial of your application.

Common mistakes

Filling out the Illinois LLC Form LLC-45.5 can be a straightforward process, but there are common mistakes that applicants often make. One significant error is failing to provide a valid company name. The name must include the term "Limited Liability Company," "LLC," or "L.L.C." and must not contain terms like "Corporation" or "Incorporated." If the desired name is already taken, the applicant must use an assumed name and submit an additional form, LLC 1.20. Neglecting to check the availability of the company name can lead to delays or rejections.

Another frequent mistake involves the registered agent's information. The registered agent must be a resident of Illinois or a business entity authorized to act in the state. Applicants sometimes overlook this requirement and either list an out-of-state agent or fail to provide complete contact details. This can complicate legal matters later on, as the registered agent is crucial for receiving important legal documents on behalf of the LLC.

Inaccurate or incomplete business address details are also common pitfalls. The form requires a physical address for the principal place of business, and using a P.O. Box or "c/o" is not acceptable. Applicants must ensure that they provide a complete street address, including the suite number if applicable. Failure to comply with this requirement may result in the application being deemed invalid.

Lastly, many applicants forget to include the Certificate of Good Standing or Existence. This document must be authenticated within the last 60 days and is a crucial part of the application. Omitting this certificate can lead to immediate rejection of the application. It is essential to double-check that all required documents are included before submitting the form to avoid unnecessary delays.

Documents used along the form

The Illinois LLC 45.5 form is essential for limited liability companies wishing to conduct business in Illinois. Alongside this form, several other documents are often required to ensure compliance with state regulations. Below is a list of commonly used forms that complement the LLC 45.5.

  • Certificate of Good Standing: This document verifies that the LLC is legally registered and compliant with state regulations. It must be authenticated within the last 60 days and is submitted alongside the LLC 45.5 form.
  • Assumed Name Registration (Form LLC-1.20): If the desired LLC name is unavailable, this form allows the business to register an alternative name. It is necessary to complete this form if the name specified in the LLC 45.5 is not available for use.
  • Operating Agreement: While not mandatory for filing, this internal document outlines the management structure and operational procedures of the LLC. It is crucial for clarifying the roles and responsibilities of members and managers.
  • Registered Agent Consent Form: This document confirms that the registered agent has agreed to serve in that capacity. It is important to ensure that the agent is authorized to act on behalf of the LLC in Illinois.
  • Annual Report (Form LLC-50.1): After the LLC is established, this form must be filed annually to maintain good standing. It provides updated information about the LLC, including any changes in management or address.

These documents play a vital role in the formation and ongoing compliance of an LLC in Illinois. Ensuring all necessary forms are completed accurately can help avoid potential legal issues in the future.

Similar forms

The Illinois LLC 45.5 form is essential for businesses looking to operate as a limited liability company in Illinois. Several other documents serve similar purposes in the realm of business formation and operation. Here are four documents that share similarities with the LLC 45.5 form:

  • Articles of Organization: This document is filed to officially create an LLC. Like the LLC 45.5, it requires details about the company name, registered agent, and business purpose. Both forms are critical for legal recognition of the business in Illinois.
  • Certificate of Good Standing: This certificate verifies that a business is compliant with state regulations. Similar to the LLC 45.5, it may be required to show that the LLC is authorized to conduct business, especially when applying for loans or contracts.
  • Operating Agreement: This internal document outlines the management structure and operational procedures of the LLC. While the LLC 45.5 focuses on registration, the Operating Agreement details how the business will function, ensuring all members are aligned.
  • Assumed Name Registration (DBA): If an LLC wishes to operate under a name different from its legal name, it must file for an assumed name. This process is similar to the LLC 45.5 in that it requires approval from the state and ensures that the business name is recognized legally.

Understanding these documents is crucial for anyone looking to establish a business in Illinois. Each serves a specific purpose, but all contribute to the legal framework necessary for successful operation.

Dos and Don'ts

When filling out the Illinois LLC 45.5 form, it's important to be careful and thorough. Here are seven things to do and avoid:

  • Do: Print clearly in all sections of the form.
  • Do: Ensure the LLC name includes "Limited Liability Company," "LLC," or "L.L.C."
  • Do: Provide a valid address for the principal place of business.
  • Do: Include a Certificate of Good Standing if required.
  • Do: Sign and date the application.
  • Don't: Use a P.O. Box alone for the business address or registered office.
  • Don't: Forget to check the management structure of the LLC.

Following these guidelines will help ensure that your application is processed smoothly.

Misconceptions

There are several misconceptions surrounding the Illinois LLC Form LLC-45.5. Understanding these can help ensure a smoother application process. Here are four common misunderstandings:

  • Payment Methods Are Flexible: Many believe they can pay the filing fee with any type of check. However, the payment must be made by certified check, cashier’s check, Illinois attorney’s check, C.P.A.’s check, or money order payable to the Secretary of State. Personal checks are not accepted.
  • Any Name Can Be Used for the LLC: Some think they can choose any name for their LLC. In reality, the name must include "Limited Liability Company," "LLC," or "L.L.C." Furthermore, it cannot contain terms like “Corporation” or “Incorporated.”
  • Registered Agent Can Be Anywhere: A common misconception is that the registered agent can reside outside of Illinois. This is incorrect. The registered agent must be a resident of Illinois or a business entity authorized to act as an agent in the state.
  • Filing Is Complete Without Additional Documents: Many applicants assume that submitting Form LLC-45.5 is sufficient. However, it must be accompanied by a Certificate of Good Standing or Existence, authenticated within the last 60 days from the state or country where the LLC was formed.

Being aware of these misconceptions can help you avoid delays and ensure that your application is processed correctly.

Key takeaways

When filling out and using the Illinois LLC 45.5 form, there are several important considerations to keep in mind. Understanding these key points can help ensure a smooth application process for your limited liability company.

  • Payment Method: Payment must be made using a certified check, cashier’s check, Illinois attorney’s check, C.P.A.’s check, or a money order. This payment should be made payable to the Secretary of State.
  • Filing Fee: The filing fee for submitting the form is $150. Be aware that if a check is returned for any reason, the filing will be considered void.
  • Company Name: The name of the limited liability company must include the term "Limited Liability Company," "LLC," or "L.L.C." It cannot contain terms associated with corporations or partnerships.
  • Registered Agent: The registered agent must reside in Illinois. If the agent is a business entity, it must be authorized to act as an agent in the state.
  • Certificate of Good Standing: A Certificate of Good Standing or Existence must accompany the application. This certificate should be authenticated within the last 60 days by the appropriate officer of the state or country where the LLC is formed.
  • Management Structure: The form requires you to indicate whether the LLC is managed by managers or if management is vested in the members. This choice affects how the company operates.
  • Affirmation of Truthfulness: The individual signing the application must affirm, under penalties of perjury, that the information provided is true, correct, and complete. This includes providing their name, title, and the date of signing.

By carefully considering these key points, individuals can navigate the process of completing the Illinois LLC 45.5 form more effectively.