Start an Illinois LLP — Step-by-Step Registration Guide

An LLP is not built from scratch the way an LLC is. Under the Uniform Partnership Act (1997), 805 ILCS 206, an LLP is a general partnership that has elected the limited liability shield by filing a Statement of Qualification. So the starting point is a partnership — two or more people (or entities) carrying on a business for profit as co-owners.

In practice, most groups forming an Illinois LLP already function as a partnership: they are practicing law, accounting, architecture, medicine, or another trade together and want to add the shield. If your group is brand new, the partnership comes into existence as soon as the partners agree to run the business together; the Statement of Qualification then layers the LLP status on top.

Decide this is the right structure first

Before filing anything, be sure the LLP is the entity you want. The LLP fits partner-run professional practices and existing partnerships. If you are a solo owner, you generally cannot form an LLP — you need a partnership. If you want corporate-style ownership with shares, a corporation may fit better. If you want a member-managed shielded entity that a single owner can hold, an LLC is usually the tool. Match the structure to how the business is actually owned and run.

Your name has two jobs: it must carry a required LLP designator, and it must be distinguishable from every other name already on file with the Illinois Secretary of State.

Name requirements

• The name must include a designator such as "Registered Limited Liability Partnership," "Limited Liability Partnership," "R.L.L.P.," "L.L.P.," "RLLP," or "LLP."
• It must be distinguishable from other entity names on record — not merely different by punctuation, spacing, or filler words like "the."
• It cannot imply a purpose the partnership is not authorized to carry out, and certain restricted words (for example, bank or insurance terms) require regulatory approval.

Search before you file

Run your proposed name and close variants through the Illinois business entity search. If a name is too close to an existing one, the state can reject your Statement of Qualification, which costs you time. For professional practices that trade under partners' surnames, confirm the full firm name reads cleanly with the designator attached.

Assumed names

If the partnership will operate under a name different from its registered LLP name, you will need to register an assumed name. For registered entities, Illinois handles assumed names at the state level through the Secretary of State; this is a separate filing from the Statement of Qualification.

Illinois requires every registered LLP to name and continuously maintain a registered agent. The agent is listed in the Statement of Qualification and must consent to the role.

The registered agent is the partnership's official point of contact for service of process — lawsuits, subpoenas, summonses — and for state correspondence. The agent must have a physical Illinois street address (not a P.O. box) and be available during ordinary business hours.

Who can serve

• A partner. Any partner with an Illinois street address who is reliably present during business hours can serve. Their address then appears in the public record.
• Another individual. An Illinois resident you trust — an employee, an attorney, an office manager — with a qualifying address.
• A commercial registered agent service. A company authorized to act as a registered agent in Illinois. This keeps a professional address in the public record instead of a partner's home, guarantees availability during business hours, and forwards documents promptly.

For professional firms whose partners travel to court, sites, or clients, a commercial agent removes the risk of a process server arriving when no partner is at the office.

The Statement of Qualification is the filing that turns your partnership into a registered LLP in Illinois. It is filed with the Secretary of State, Department of Business Services. Review the state's business services materials for current forms.

What the Statement includes

• LLP name with its required designator
• Principal office address of the partnership
• Registered agent name and Illinois street address
• Number of partners at the time of filing
• A statement electing to be a limited liability partnership under the Act
• Signature of an authorized partner

Processing and the professional-practice caveat

Routine processing runs several business days after the state receives the filing. Illinois offers expedited handling for an additional fee on many filing types. One important caveat: professional partnerships in certain licensed fields cannot file online and must submit on paper, so build in extra time if your practice falls into that category. Once the state records the Statement, the LLP status — and the liability shield — takes effect.

The partnership agreement is the internal governing document of your LLP. Illinois does not require you to file it and it never becomes public, but you should have a written one in force before you do meaningful business.

What a complete partnership agreement covers

• Ownership and profit shares. Each partner's ownership interest and how profits and losses are allocated — which need not track ownership percentages.
• Capital contributions. What each partner put in and what future contributions may be required.
• Management and voting. Who has authority over what, which decisions need unanimous consent, and how votes are weighted.
• Draws and distributions. When and how partners take money out of the firm.
• Admission and withdrawal. How new partners are brought in and how a departing partner's interest is handled.
• Death, disability, and dissolution. What happens to a partner's interest on death or disability, and how the firm winds up if it dissolves.

Without a written agreement, the Uniform Partnership Act's default rules govern everything — equal profit sharing, equal management rights, and default buyout rules — which frequently clash with what partners actually agreed to informally. For a professional practice with unequal contributions or seniority, a tailored agreement is essential.

The IRS assigns each business a free nine-digit federal tax ID known as an Employer Identification Number. A partnership needs one regardless of size.

Why an LLP needs an EIN

• A partnership files its own federal information return (Form 1065) and issues Schedule K-1s to partners, all of which require an EIN.
• Banks require an EIN to open a partnership account.
• You need it to hire employees and handle payroll taxes.

How to apply

Submit your application through the IRS EIN Assistant on IRS.gov. The application takes about ten minutes and issues the number immediately, so you can use it the same day. The responsible party completing the online application needs a U.S. Social Security number or ITIN; partnerships whose responsible party lacks one apply by fax or mail using Form SS-4.

Keeping firm finances separate is not optional — commingling partnership and personal money undermines the very separateness that supports the liability shield.

What banks usually ask for

• The filed Statement of Qualification from the Secretary of State
• The IRS EIN confirmation
• The partnership agreement (many banks want to see it)
• Government-issued ID for each authorized signer

Ongoing compliance

• Annual report. File the Illinois LLP annual report each year to keep the registration and shield current.
• Registered agent. Keep a valid Illinois registered agent on record and update the state promptly if it changes.
• Federal and state tax. File the partnership's Form 1065 and issue K-1s; partners report their shares on their personal returns. Register with the Illinois Department of Revenue if the firm has employees or a sales tax obligation.
• Professional licensing. Maintain any board licensure the practice and its partners require; entity registration does not replace individual professional obligations.