Illinois LLC Operating Agreement

Single-member or multi-member operating agreement under your state's LLC act: ownership, management, capital, distributions, transfers and dissolution.

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Illinois rules that this document follows

LLC statuteIllinois Limited Liability Company ActSource: 805 ILCS 180/1-1 et seq.
Operating agreement required?Not required by statute, but strongly recommended (may be oral; written is far safer)Source: 805 ILCS 180/1-5, 180/15-5 (operating agreement may be oral, implied, in a record, or any combination since 2017)
Formation fee$150.00
Annual report$75.00 — Annual report due before the first day of the anniversary monthSource: 805 ILCS 180/50-1
State LLC / franchise taxPersonal property replacement tax 1.5% of net income (35 ILCS 5/201(c))
Charging order exclusive remedy (SMLLC)unclearSource: 805 ILCS 180/15-1 (majority of members), 180/25-1 (equal shares), 180/30-20 (charging order exclusive; foreclosure permitted)

Rules current as of 2026-09-07. Statutes change; verify before relying on them.

How to use this LLC Operating Agreement in Illinois

Sign the agreement as soon as the LLC is formed and before opening the bank account. Fill Schedule A with actual contributions — the percentages drive profits, votes and buy-outs. Multi-member LLCs should agree on the buy-out formula now, while everyone is friendly.

Review annually and whenever a member joins, leaves, marries, or the tax election changes. Keep it with the articles, EIN letter and annual report receipts.

Frequently asked questions

Is an operating agreement required in Illinois?

Not by statute (805 ILCS 180/1-5, 180/15-5 (operating agreement may be oral, implied, in a record, or any combination since 2017)). Banks, investors and courts expect a written agreement, and a single-member LLC without one is easier to pierce.

What are the ongoing state fees for an LLC in Illinois?

Annual/periodic report: $75.00 (Annual report due before the first day of the anniversary month; 805 ILCS 180/50-1). Personal property replacement tax 1.5% of net income (35 ILCS 5/201(c)).

Does the operating agreement get filed with the state?

No. It is an internal document. Keep the signed original with the Company records; banks and the IRS may ask for a copy.

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FormsByState provides self-help document templates and general information, not legal advice. We are not a law firm. For advice about your situation consult a licensed attorney in your state.