The Illinois LLC 45.5 form serves as an application for limited liability companies seeking to conduct business in Illinois. This form must be submitted to the Secretary of State's Department of Business Services and includes essential information about the company, such as its name, jurisdiction, and registered agent. A filing fee of $150 is required, along with specific documentation to ensure compliance with state regulations.
The Illinois LLC 45.5 form is a critical 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 is part of the Illinois Limited Liability Company Act. To complete the form, applicants must provide essential information such as the LLC's name, jurisdiction of organization, and the principal place of business. Additionally, the form requires details about the registered agent, who must reside in Illinois, and the purpose of the business. A filing fee of $150 is required, and payment must be made through specific methods like certified checks or money orders, ensuring that the application is processed smoothly. The form also includes sections for listing managers and members with managerial authority, along with a statement affirming the accuracy of the provided information. Notably, applicants must attach a Certificate of Good Standing or Existence from their home state, which should be dated within the last 60 days. Completing the LLC 45.5 form accurately is vital, as any errors or omissions could delay the approval process or render the application void.
What is the purpose of the Illinois LLC Form LLC-45.5?
The Illinois LLC Form LLC-45.5 is an application for a limited liability company to obtain permission to conduct business in Illinois. This form is essential for any out-of-state LLC that wishes to operate within Illinois. It ensures compliance with state regulations and provides necessary information about the company, including its name, registered agent, and business purpose.
What is the filing fee for Form LLC-45.5?
The filing fee for submitting Form LLC-45.5 is $150. This fee must be paid using a certified check, cashier’s check, Illinois attorney’s check, CPA’s check, or money order made payable to the Secretary of State. If the payment is returned for any reason, the filing will be considered void.
What information is required on Form LLC-45.5?
Form LLC-45.5 requires several key pieces of information. This includes the name of the limited liability company, the assumed name if applicable, the jurisdiction of organization, the date of organization, and the address of the principal place of business. Additionally, you must provide details about the registered agent, the purpose of the business, and whether management is vested in members or managers.
Who can serve as a registered agent for an LLC in Illinois?
The registered agent must be a resident of Illinois or a business entity authorized to operate in the state. The agent is responsible for receiving legal documents on behalf of the LLC. It is crucial to ensure that the registered agent's address is a physical location, as P.O. Boxes are not acceptable.
Is a Certificate of Good Standing required when submitting Form LLC-45.5?
Yes, a Certificate of Good Standing or Existence is required to accompany Form LLC-45.5. This certificate must be duly authenticated within the last 60 days by an officer of the state or country where the LLC was originally formed. This document verifies that the LLC is in good standing and authorized to conduct business.
What happens if the LLC name is not available in Illinois?
If the desired LLC name is not available, you must provide an assumed name on the form. In such cases, you will also need to complete and submit Form LLC-1.20, which is specifically for registering an assumed name. This ensures that your business can operate under a name that complies with state regulations.
What is the significance of the affirmation statement on Form LLC-45.5?
The affirmation statement at the end of Form LLC-45.5 requires the signer to confirm that the information provided is true, correct, and complete to the best of their knowledge. This statement is crucial as it holds the signer accountable under penalties of perjury. It reinforces the importance of accuracy in the filing process.
Inaccurate Company Name: Failing to ensure that the limited liability company name includes the required terms such as "Limited Liability Company," "LLC," or "L.L.C." can lead to rejection of the form. Additionally, using prohibited terms like "Corporation" or "Inc." will also invalidate the application.
Missing Registered Agent Information: The registered agent must be a resident of Illinois. Omitting their name or providing an out-of-state agent will result in a delay or denial of the application.
Incorrect Payment Method: Payments must be made using specific forms such as a certified check or money order. Using personal checks or other payment methods can cause the application to be voided.
Incomplete Address Information: Providing an address that is a P.O. Box or using "c/o" is unacceptable. The principal place of business must have a physical address listed to avoid complications.
Failure to Include Certificate of Good Standing: Not attaching a Certificate of Good Standing or Existence, authenticated within the last 60 days, will prevent the application from being processed.
Incorrect Signature or Title: The application must be signed by someone with the authority to do so. Not including the proper title or failing to sign can lead to processing delays.
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
is unacceptable.)
IL
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.
When filling out the Illinois LLC 45.5 form, it's essential to follow certain guidelines to ensure a smooth application process. Here are nine things you should and shouldn't do:
By adhering to these guidelines, you can help ensure that your application is processed efficiently and correctly.
When establishing a Limited Liability Company (LLC) in Illinois, several forms and documents may accompany the Illinois LLC 45.5 form. Each of these documents plays a crucial role in ensuring compliance with state regulations and facilitating smooth business operations. Below is a list of commonly used forms that you may encounter in this process.
Understanding these documents and their purposes can greatly assist you in navigating the process of forming and maintaining an LLC in Illinois. By ensuring that all necessary paperwork is completed accurately and submitted on time, you can lay a solid foundation for your business's success.
Misconceptions about the Illinois LLC Form LLC-45.5 can lead to confusion for those looking to establish a limited liability company. Here are five common misunderstandings:
Understanding these points can simplify the process of filing the LLC-45.5 form and ensure compliance with Illinois regulations.
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