Foreign LLC Admission in Illinois (LLC-45.5)

The Illinois Limited Liability Company Act puts the rule in one sentence: before transacting business in the state, a foreign LLC must be admitted by the Secretary of State (805 ILCS 180/45-5). The Act never defines "transacting business." Section 45-47 instead lists what does not count, and it says the list is not complete, so an activity that is missing is not automatically a trigger.

The list is longer than most states give you. Defending or settling a lawsuit does not count. Neither do holding member or manager meetings, keeping a bank account, selling through independent contractors, or owning property "without more." Soliciting orders that must be accepted outside Illinois is also exempt, and so is a single isolated transaction that finishes within 120 days and is not part of a pattern of similar deals. The last item is unusual: having a member or manager who lives in Illinois does not, by itself, make the company a transactor.

The Secretary of State pages we reviewed offer no further rule of thumb, so a business with an office, staff, or regular operations in Illinois should plan on applying. Near the edge, ask an Illinois attorney.

What you send is Form LLC-45.5, the Application for Admission to Transact Business, addressed to the Limited Liability Division in Springfield. The form says to submit it in duplicate, and the state returns one copy once it files the application (§ 45-10). The Secretary of State's list of online LLC services does not include a foreign admission, so this one goes in on paper. Payment is by certified check, cashier's check, Illinois attorney's check, C.P.A.'s check, or money order, and a check that comes back for any reason voids the filing.

The state fee is $150 for a standard foreign LLC. A series LLC uses Form LLC-45.5(S) at $400. No official page gives a processing time for this form, so we do not quote one.

The form asks for the company name, the state and date of formation, the period of duration (perpetual unless there is an end date), the principal place of business (a P.O. box alone is not accepted), the Illinois agent and office, the date the company first did business in Illinois if it already has, its purposes, whether it is manager-managed or member-managed, and the name and business address of every manager. By signing, the company also names the Secretary of State as its fallback for receiving lawsuits and notices. A signer attests to all of it under penalty of perjury; a notary stamp is not part of the filing.

At checkout you pay $199 to us and $150 to the state, which comes to $349 today.

Illinois is firm on this point. Item 13 on the form certifies that the application comes with a Certificate of Good Standing or Existence, authenticated within the last 60 days by the official of the state where the LLC was formed. The statute asks for a certificate of existence (§ 45-5(a)(3)); the 60-day limit comes from the form itself.

The certificate is issued by whichever office keeps records in the state where you formed, and you must hold it before the application can be sent. Because the clock starts on the date the home state authenticates it, order it close to the date you plan to submit. The home state sets its own price. Where a state issues no good standing certificates at all, Illinois accepts an affidavit from an appropriate official.

An admitted LLC must use a name that meets the state's own rules (§ 1-10). The words "limited liability company" or the abbreviations L.L.C. or LLC must appear, terms such as Corporation, Inc., Ltd., Co., or Limited Partnership are off limits, and the name has to stand apart from every name already on the state's records.

If your home-state name does not fit, Item 2 of the form lets you apply under an assumed name, and Form LLC-1.20 goes in with the application. Illinois prices that form on a sliding scale by the year of filing; in 2026 it is $120, and the name lasts until the anniversary month in 2030. A foreign LLC admitted under an assumed name must transact business in Illinois only under it. To hold a name before you operate, a foreign name registration (Form LLC-45.20) costs $50.

An admitted foreign LLC must maintain an agent and an office in Illinois without a gap (§ 1-35 and § 45-30). The agent must be a person who lives in Illinois or a business authorized to transact business in the state. Form LLC-1.36/1.37 adds that a business acting as agent must be registered with the Secretary of State, and that the LLC may not serve as its own agent.

The registered office must be an Illinois street address (a P.O. box alone will not do) and must match the agent's own business office, since the Secretary of State mails its correspondence there. If an agent resigns, you have 60 days to put a new one on record. A later change of agent costs $25.

Section 45-45 is blunt. An unadmitted LLC transacting business in Illinois cannot start a civil action in any Illinois court. Contracts remain valid, the company can still defend a lawsuit, and members are not personally liable solely because of the missing admission.

The money comes in two parts. The company owes every fee it would have paid had it been admitted on time, plus the penalties the Act imposes. On top of that, an LLC not admitted within 60 days after it begins transacting business owes a flat $2,000 penalty, and then $100 more for every month, or fraction of one, in which it continues operating unadmitted. The Attorney General collects these amounts and can also sue to restrain the company from doing business in the state (§ 45-50). The statute does not say whether the monthly count starts on the first day of business or on day 61, so we offer no example total. The form also asks for the date you first conducted business in Illinois, so the state sees how long you waited.

Admitted foreign LLCs file the same yearly report that Illinois LLCs do, and it goes to the Secretary of State. The fee is $75, and the window is the 60 days leading up to your anniversary month. The anniversary is measured from the date your application for admission was filed, so the month you are admitted sets the cycle. Online filing by card is available, with a payment processor fee added by the state. Miss the month and the company is delinquent and not in good standing; if the report is still missing on the first day of the second month after the anniversary month, a penalty of $100 applies, with another $100 for each later year of delinquency (§ 50-15). Failure to file is also a ground for revoking the admission, and reinstatement costs $200.

If anything on the application changes, you file an amended application (Form LLC-45.25, $50). State tax registration may also apply depending on your business.

To close out Illinois, file Form LLC-45.40, the Application for Withdrawal, in duplicate for $5. On it the company says it has stopped transacting business in Illinois, cancels the agent's authority, and agrees to be served through the Secretary of State at a mailing address you supply.

Once you have answered the checkout questions and told us about your home-state company, we prepare Form LLC-45.5 and send it to the Illinois Secretary of State. Included at no charge for twelve months is your Illinois registered agent, which then renews for $149 a year. If a summons or notice is served on the company, we scan it and upload it that same business day without charge.

What you pay today covers the admission and that first agent year. Preparing your annual report and handling tax filings are not part of it, and Mainstay prepares paperwork for you but is not a law firm.

A foreign corporation files Form BCA 13.15, the Application for Authority to Transact Business in Illinois. The checkout accepts corporations too, at a state fee of $150 and a total of $349.