What is a Foreign LLC in Illinois – Definition and Filing


Steve Bennett
Steve Bennett
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If you have an LLC in Illinois and want to expand your business beyond Illinois, you must form a foreign LLC. Any business, especially a limited liability company, located in other states, starts its operation in Illinois, must file a foreign LLC in Illinois. To do so, every LLC needs to file additional filing documents, along with tax and relevant documents with the Illinois government.

In this article, you’ll be reading about how to start a foreign LLC in Illinois. Along with that, the page guides you through the steps involved in managing and maintaining a foreign LLC in Illinois after you form it.

Forming a Foreign LLC in Illinois

A foreign LLC does not need to be a company from another country but a business formed under the laws of another state. If you register your LLC in one state and operate your business in Illinois, you probably need to register your LLC as a foreign entity here. Imagine, if your family owns a sushi restaurant in Alabama and you want to expand the chain somewhere in Texas, you must establish your restaurant in Texas as a foreign entity.

Anyone who has an active and in good standing LLC anywhere (except for Illinois) and wants to expand their operations in Illinois can file their LLC as a foreign entity. To start a foreign LLC in Illinois, you need to register it with the Illinois Secretary of State. Every state has a different rule for establishing a foreign LLC. Here are the steps to follow in Illinois for registering a foreign LLC.

Note: These are generic steps to file a foreign LLC in Illinois. Make sure to check with the State Secretary of State, before you start filing your business. – LLCBuddy Team

Step 1: Get the Certificate of Good Standing From Home State

llc formation document

Before you proceed to register your LLC in Illinois as a foreign entity, you must get the Certificate of Good Standing issued from your home state SOS. This is an important document to register an LLC in a foreign state.

If your LLC is originally registered in Illinois, then you must obtain the Certificate of Good Standing from Illinois Secretary of State. If your LLC is in other states, the name of the same document might be different. Every LLC, registered in any state other than Illinois must get this document to register a foreign LLC in Illinois.

Filing Certificate of Good Standing: The Certificate of Good Standing can be obtained by requesting via Illinois Secretary of State portal. Search for the Business by entering the LLC name and send a request to receive the Certificate after making the payment.

Step 2: Choose Illinois Foreign LLC Name

Obtain a name reservation certificate and submit it with your foreign qualification requirements to the Illinois Secretary of State. Your LLC’s legal name outside of Illinois will be listed on the application, along with the name it will use in Illinois. Take note of the requirements for naming your LLC.

You can use the same name as your domestic LLC name, however, that name should be available in Illinois to use. Check name availability at Illinois’s business entity names and reserve your LLC name. There are a bunch of LLC naming guidelines in Illinois when it comes to forming a foreign LLC. Check the guidelines before you name your business.

Step 3: Select Illinois Foreign LLC Registered Agent

A registered agent is a person responsible for receiving all official and legal documents on behalf of your company, whether it is located domestically or in a foreign state. For a foreign LLC in Illinois, you must have a registered agent from Illinois only. No matter where your domestic LLC is located, you must hire a registered agent from Illinois for your foreign LLC.

You’ll need a registered agent to form a foreign LLC in Illinois and take note that the Illinois Registered Agent must have a local address. Here are the best LLC services on our list that will provide you with registered agents to ease your worries:

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Step 4: File Application for Registration for Illinois Foreign LLC

The most important step is to send the application for registration with Illinois SOS. Download the PDF form from the Illinois Secretary of State website or file it online (whichever method is available). The form must be filled out with the following details:

filing foreign llc
  • LLC’s full legal name.
  • A fictitious name or a DBA (only if your LLC’s legal name is not available); Attach a statement of adoption of the fictitious name signed by all LLC members.
    • DBA filing method in Illinois: three methods, online, by mail, and in person filing.
    • Online: For online filing, check the Illinois Cook County Clerk. There, look for the “Assumed Names” section. You will get the registration form.
    • Offline: For filing offline, you must send the downloaded PDF form or drop it off in person at the Cook County Clerk, Vital Statistics P.O. Box 641070, Chicago IL, 60664-1070, ATTN: Assumed Name Unit
    • DBA filing fee in Illinois: $50
  • LLC’s principal office and mailing addresses
  • LLC formation state and date.
  • Registered agent’s name and address in Illinois.
  • Date when your LLC will start operations in Illinois.
  • Credit card information is on the last page of the form for the application fee.

Online Filing

For the online filing of an LLC in Illinois as a foreign entity needs to sign in to the SOS portal. Sign in to SOS to get the online form for registering your foreign LLC in Illinois. If you’re new to the portal make sure to register with your name and official email to proceed with the filing.

Offline Filling

In Illinois, if you want to register an LLC as a foreign entity, you must get the Foreign LLC Registration Form. Fill it up with the information required and submit it to the Illinois SOS address: Department of Business Services, Limited Liability Division, 501 S. Second St., Rm. 351, Springfield, IL 62746.

Foreign LLC Registration Fee in Illinois: To register your LLC in Illinois as a foreign entity, you must pay $150 as a processing fee. If you’re filing an assumed name as well along with your foreign LLC in Illinois, you might need to pay an additional name filing charge for that as well.

The LLC cost in Illinois, even for foreign LLCs will differ between online filing and by mail. Also, read about what’s the major difference between Illinois’s domestic and foreign LLCs.

Step 5: Determine How Your Illinois Foreign LLC is taxed

llc tax

Foreign LLCs are also subjected to the Illinois Business Privilege Tax and must file LLC annual reports each year. If you have a single-member foreign LLC then it will be considered as a ‘disregarded LLC’ by IRS. That means the LLC will not be regarded as a company but it will be taxed as an individual (the owner). If you already have an LLC in the home state, you must have obtained the EIN as well. You don’t need to obtain the EIN in Illinois for a foreign LLC separately as it is issued from the IRS.

For other types of LLCs (member-managed or manager-managed LLCs), it will be a ‘pass-through taxation‘ where the LLCs don’t get taxed separately, instead, the members and managers are taxed based on their personal income. So, foreign LLCs are taxed as same as domestic LLCs in Illinois. However, it is recommended to check with the Illinois Secretary of State for state-wise taxes.

Note that forming a foreign LLC would be good for your business as you can legally operate in a different state thus reaching a larger market and opening more opportunities for higher profit.

Filing Illinois Foreign LLC Online – Quick Recap

  1. Get the Certificate of Good Standing from your home state where your LLC is originally registered
  2. Check if the name of your LLC is available in Illinois to use for your foreign LLC. If not, file DBA name with Illinois SOS.
  3. Get a registered agent in Illinois to represent your foreign LLC in Illinois. Recommended, professional help instead of being your own registered agent.
  4. File the Application of Foreign LLC with the Illinois Secretary of State following the mentioned method(s) above.
  5. Make the processing fee.

BOI Reporting

According to the Corporate Transparency Act, every LLC (or business) has to send a BOI reporting to the Financial Crimes Enforcement Network (FinCEN). Once you establish an LLC and if it is enlisted under the list of reporting companies, you must file your BOI report in Illinois with the FinCEN.

After Forming Illinois Foreign LLC

Here are added things you need to accomplish after forming your Illinois Foreign LLC

  1. Obtain Business Licenses. Find the business licenses you’ll need using the Business License Search. You can contact the license office at Illinois Department of Revenue.
  2. File LLC annual reports and Business Privilege Tax. You must file an Annual Report before the stipulated time frame after forming your LLC in Illinois. Here’s everything about Illinois LLC Annual Reports.
  3. Pay State Taxes like sales tax; you’ll need an EIN for your LLC.

FAQs

What are the initial steps to form a foreign LLC in Illinois?
The initial steps for forming a foreign LLC in Illinois include obtaining a Certificate of Good Standing from the original state of formation and filing an Application for Admission with the Illinois Secretary of State.
Is it possible to convert an existing foreign LLC into an Illinois LLC?
Yes, it is possible to convert an existing foreign LLC into an Illinois LLC by filing an Application for Admission with the Illinois Secretary of State.
What are the filing fees for forming a foreign LLC in Illinois?
The filing fee for a foreign LLC Application for Admission in Illinois is $300.
Are there any publication requirements for a foreign LLC in Illinois?
There are no publication requirements for a foreign LLC in Illinois.
How long does it take to process the Application for Admission for a foreign LLC in Illinois?
The processing time for an Application for Admission for a foreign LLC in Illinois can vary, but typically takes around 4-6 weeks.
Do foreign LLCs in Illinois need a Registered Agent?
Yes, foreign LLCs in Illinois are required to have a Registered Agent for service of process.
Can a foreign LLC in Illinois be formed by a single member?
Yes, a foreign LLC in Illinois can be formed by a single member.
Does a foreign LLC in Illinois need an Operating Agreement?
Although not required by law, it is highly recommended for a foreign LLC in Illinois to have an Operating Agreement in place to outline the ownership and operating procedures of the business.
Are foreign LLCs in Illinois subject to state taxes?
Foreign LLCs doing business in Illinois are subject to state taxes and may need to register for Illinois state tax purposes.
Can I operate a business in multiple states under a foreign LLC registered in Illinois?
Yes, a foreign LLC registered in Illinois can operate in multiple states as long as it obtains the necessary licenses and permits in those states.
What are the maintenance requirements for a foreign LLC in Illinois?
The maintenance requirements for a foreign LLC in Illinois include filing an Annual Report with the Illinois Secretary of State and paying the associated filing fee.
Are there any naming restrictions for a foreign LLC in Illinois?
Yes, the name of a foreign LLC in Illinois must be distinguishable from the names of existing entities registered in Illinois.
Can a foreign LLC change its name after registering in Illinois?
Yes, a foreign LLC in Illinois can change its name by filing a Name Change Amendment with the Illinois Secretary of State.
Can an out-of-state resident serve as the Registered Agent for a foreign LLC in Illinois?
No, the Registered Agent for a foreign LLC in Illinois must be a resident of Illinois or a company authorized to do business in Illinois.
Is there a publication requirement for the annual report of a foreign LLC in Illinois?
There is no publication requirement for the annual report of a foreign LLC in Illinois.
Can a foreign LLC in Illinois own real estate properties?
Yes, a foreign LLC registered in Illinois can own real estate properties within the state.
What are the penalties for failing to file an Annual Report as a foreign LLC in Illinois?
The penalties for failing to file an Annual Report as a foreign LLC in Illinois include late fees and the eventual administrative dissolution of the LLC.
Can a foreign LLC in Illinois convert to a domestic LLC?
Yes, a foreign LLC in Illinois can convert to a domestic LLC by filing articles of domestication with the Illinois Secretary of State.
Are foreign LLCs in Illinois required to have a business license?
Depending on the nature of the business, foreign LLCs in Illinois may need to obtain specific business licenses at the local or state level.
Can a foreign LLC in Illinois be managed by members or managers?
A foreign LLC in Illinois can be managed by its members or appoint managers to oversee the day-to-day operations.
Does a foreign LLC in Illinois need a Federal Employer Identification Number (FEIN)?
Yes, a foreign LLC in Illinois is required to have a Federal Employer Identification Number (FEIN) for federal tax purposes.
Are there any restrictions on foreign ownership of an Illinois LLC?
There are no restrictions on foreign ownership of an LLC in Illinois, allowing non-US citizens or entities to form an Illinois LLC.
Can a foreign LLC in Illinois hold meetings outside of the state?
Yes, a foreign LLC in Illinois can hold meetings outside of the state as long as it complies with the state’s laws pertaining to governance.
Can a foreign LLC in Illinois sign contracts and agreements on behalf of the company?
Yes, a foreign LLC in Illinois can sign contracts and agreements as long as it is registered to do business in the state.
Do foreign LLCs in Illinois need to file annual reports in their state of formation?
Foreign LLCs in Illinois are not required to file annual reports in their state of formation but must comply with the annual report filing requirements in Illinois.
Can a foreign LLC in Illinois have a virtual office as its principal place of business?
Yes, a foreign LLC in Illinois can have a virtual office as its principal place of business as long as it has a registered agent with a physical address in the state.
Is it possible to dissolve a foreign LLC in Illinois voluntarily?
Yes, a foreign LLC in Illinois can voluntarily dissolve by filing Articles of Dissolution with the Illinois Secretary of State.
Are foreign LLCs in Illinois required to maintain books and records?
Yes, foreign LLCs in Illinois are required to maintain accurate books and records at their principal place of business in the state.
What is an LLC and why should I consider forming one in Illinois?
An LLC is a limited liability company that protects your personal assets from business debts and liabilities in Illinois.
What are the steps to forming an LLC in Illinois?
To form an LLC in Illinois, you need to choose a business name, file Articles of Organization with the Illinois Secretary of State, appoint a registered agent, and create an operating agreement.

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In Conclusion

Having a foreign LLC in Illinois is nothing but expanding your business legally beyond the boundary of your domestic or home state. Starting a foreign LLC in Illinois does not require a lot of documentation or tasks. However, it is always good to seek help from a professional when it comes to running your business. From getting the Certificate of Good Standing to hiring a registered agent in Illinois, a professional or attorney can always be a perfect help. ZenBusiness is one of the most accurate and user-friendly services that offer a bunch of LLC formation services. They offer LLC formation for $0 (excluding the state formation fee).

The cost of registering a foreign LLC in Illinois can vary depending on a range of factors. While the initial registration fees and ongoing expenses can be a significant investment, many companies find that the benefits of establishing a presence in the state outweigh the costs. By carefully considering the expenses involved and budgeting accordingly, companies can ensure that their foreign LLC in Illinois is a success.

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