In order to register as a Foreign LLC in the state of Illinois, you must first prove that you are registered in another state as a Domestic LLC.  You prove this with a Certificate of Good Standing, sometimes referred to as a Certificate of Existence or a Certificate of Fact, from the state in which you are registered as a Domestic LLC.  Cost of a Good Standing Certificate for your Domestic LLC varies from state to state.



If the date on your Good Standing Certificate is older than 60 days then you need to get an updated certificate.   If you get your own Good Standing Certificate you must scan and email or send a copy to us before we submit your application for a Illinois Foreign LLC.

You can use the same name in Illinois that you use in your home state, however, if the name of your Domestic LLC is not available you need to choose another name.  Your Illinois Foreign LLC name can identify the type of products and services your business will provide; or it may be the name of the founder; or it can be a combination of the two or something else.

In any case, the Illinois Foreign LLC name that you choose must be distinguishable from the name of any other registered Illinois LLC or other business entity and the name must also be different from any reserved names on record with the state of Illinois.  Your Illinois Foreign LLC name must not imply that it was formed for a purpose other than that stated in the Articles of Organization for your Domestic LLC and your Illinois Foreign LLC name must not be a name that is likely to mislead the public.

The name of an Illinois Foreign LLC must include the word "Limited Liability Company" or or the abbreviation "LLC" or "L.L.C.".

It's important to choose a good name for your Illinois Foreign LLC because if you want to change it after you qualify you will have to file amended documents with the Illinois Secretary of State (and pay a fee).

In order to Qualify as a Foreign LLC in Illinois you must file Registration Documents with the Illinois Secretary of State.  In Illinois the registration documents are named "Application for Admission to Transact Business".

The registration documents must include certain specific information about your Illinois business.  If the LLC Registration Documents do not conform exactly to state of Illinois Foreign LLC requirements they will be rejected. 

If you need to change any of the information on your registration documents after your Illinois Foreign LLC has been approved, you may amend the registration documents for your Illinois Foreign LLC but you will have to pay a fee to the state of Illinois in order to make the changes official.

The Illinois Corporate Income Tax Rate is 9.5%.  You may choose that your Illinois Foreign LLC is to be taxed as a C Corporation or S Corporation. 

A C Corporation is what you may think of as a traditional Corporation like General Electric or Ford.  C Corporations pay a Corporate income tax to the state if that state taxes Corporations. 

You may choose to have your Illinois Foreign LLC taxed as a S Corporation.  S Corporations "pass through" all corporate profits to the shareholders (owners) who then pay tax at their applicable personal rate.  S Corporations do not pay any Illinois Corporate Income Tax.

Illinois Corporations pay 7.0% income tax and 2.5% property replacement tax.

Illinois Corporations are also subject to a Franchise Tax.  The Franchise Tax is based on the share of a corporation’s paid-in capital in the state of Illinois.  The initial Illinois Corporation Franchise Tax is imposed at the beginning of the corporation’s first year doing business in the state.  The initial Illinois Corporation Franchise Tax rate is 0.15% of the share of paid-in capital in Illinois.  The minimum Illinois Corporation Franchise Tax is $25.00 and the maximum is $2 million.  After a corporation’s first year, the Illinois Corporation Franchise Tax is due annually at a rate of .10%.

If you form a Single Member Illinois Foreign LLC and do not specify to the IRS how you want to be taxed your Single Member Illinois Foreign LLC will be taxed as a Sole Proprietorship.  If you form a Multiple Member Illinois Foreign LLC and do not specify to the IRS how you want to be taxed your Multiple Member Illinois Foreign LLC will be taxed as a Partnership.

Note that forming an Illinois Foreign LLC doesn't take the place of obtaining a local business license, tax registration certificate, or other required business permits.  An Illinois Foreign LLC merely creates an ownership structure that limits the owners' personal liability.  You may still need to take care of getting set up to do business with your local government.

Depending on the nature of the business and the location of your Illinois Foreign LLC within Illinois you may need to get one or more local business licenses or permits.  The business licenses or permits that are required for your Illinois Foreign LLC vary depending on your business activities and the specific locations within the state of Illinois in which you want to conduct business.

If your Illinois Foreign LLC will be selling products in Illinois you may be required to obtain a Reseller's Permit from the appropriate Illinois state agency.  If your Illinois Foreign LLC will be selling products in Illinois you will also be responsible for all applicable local and state of Illinois sales taxes if there are any.

The Illinois Annual Report includes basic information about your Illinois Foreign LLC including information on your business location as well as the names of the Officers and Directors.

Failure to submit a properly completed Illinois Annual Report to the Illinois Secretary of State on or before the due date may subject the Illinois Foreign LLC to being administratively dissolved in the state of Illinois or having its authority to transact business in the state of Illinois revoked by the Illinois Secretary of State.

Penalties may accrue if you fail to file any Illinois Foreign LLC Annual Report to the Illinois Secretary of State by the due date.

Foreign LLCs that either do business in the state of Illinois or that derive income from sources within the state of Illinois are subject to Illinois and federal tax laws.  If you are engaged in intrastate business and derive income from other states besides Illinois, you must allocate the amount of income derived from the state of Illinois in order to determine your Illinois state taxes.