Secretary of State

INSTRUCTIONS



The procedure for filing a limited liability company's Annual Report is a simple step-by-step process that can be completed in minutes. It may be beneficial to have a copy of the previous year's Annual Report nearby, or at least a blank copy of form LLC-50.1 on hand before beginning.

Companies that can file on-line:
Both domestic and foreign limited liability companies may file the Annual Report electronically, provided none of the exclusions set forth in the next paragraph apply. Companies that are not in good standing will be required to pay the late filing penalty mandated by Section 50-15 of the Limited Liability Company Act.

Companies that cannot file on-line:
Limited liability companies that:

  • have been dissolved, either voluntarily or administratively, that have been revoked or effected a voluntary withdrawal, or that have expired;
  • have more than eight managers or, if there are no managers, more than eight members;
  • are foreign companies that have management vested in both managers and members;
  • have had their registered agent vacate and have not appointed a new one;
  • are authorized to establish series; or
  • must execute the report through the use of "layered signatures" or by power of attorney. All documents executed by power of attorney must be accompanied by a copy of the authorization.

Changes that can be reflected on-line:
When filing the Annual Report electronically, limited liability companies can report changes to:

  • the address of the principal place of business; or
  • the names and/or addresses of managers, or if there are no managers, of the members, including the removal or addition of new managers or members (up to a total of eight).

Changes that cannot be reflected on the Annual Report:
When filing on-line, the Annual Report cannot reflect changes in:

  • the name, duration, purpose or management type of the company; or
  • the name of the registered agent or the address of the registered office.

How to effect changes that cannot appear on the Annual Report:
While the Annual Report itself may still be filed electronically, the separate filing of the appropriate amendatory document, such as Articles of Amendment (LLC-5.25), Restated Articles of Organization (LLC-5.30) or Amended Application for Admission (LLC-45.25), is required to effect a change in the name, duration, purpose or management type of the company.

Similarly, the separate filing of form LLC-1.36/1.37 is required to effect a change in the name of the registered agent and/or the address of the registered office.

Note that a pre-requisite to the filing of any of these documents is that the company be in good standing--which may necessitate the filing of the Annual Report.

Execution
All Annual Reports, whether filed electronically or on paper, must be filed by a manager, or if there are no managers, by a member who is listed in the report. As indicated earlier, any Annual Report requiring execution by use of "layered signatures" or by power of attorney cannot be filed electronically but must instead be filed using the paper version of form LLC-50.1.

Penalty
Limited liability companies that are not in good standing may still file their Annual Reports electronically. However, they will be required to pay the late filing penalty mandated by Section 50-15 of the Limited Liability Company Act. Note that the Act contains no provision for the waiver or abatement of this penalty. Note that the Act contains no provision for the waiver or abatement of this penalty

The Annual Report of a limited liability company filed electronically will be considered an original filing even if an earlier paper version was submitted and then returned by the Secretary of State for revision by the company. Therefore, in addition to the filing fee any penalty incurred as of the current date must be paid at the time of filing.

Payment of fees
Payment of fees due in connection with the on-line filing of an Annual Report may only be made by using an electronic fund transfer or a Visa, MasterCard, Discover or American Express credit card. Payment of all fees due is required during the electronic filing process. If payment by electronic fund transfer is ultimately denied, the filing of the Annual Report will be voided and the event treated as though never occurring. Thus immediately placing the company in delinquent status.

Questions about the LLC Annual Report?
You may call our office at 217-524-8008 during normal workdays between the hours of 8:00 a.m. and 4:30 p.m., Central time. A trained specialist will be glad to help you with any problems or concerns relating to the filing requirements of limited liability companies.

Need forms?
Paper versions of all forms pertaining to the filing requirements of the Illinois Limited Liability Company Act, including those referenced above, can be obtained from the Limited Liability Company publications section.