Simple Steps to Form Your Digital Marketing LLC.

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The Articles of Organization is a legal document through which an LLC is formed. Generally, an LLC’s Articles of Organization are effective on the date they are filed. In some cases, the Articles of Organization may become effective at a later date. 

1. Article One: Limited Liability Company Name
2. Article Two: Principal Place of Business
3. Article Three: Effective Date of Articles
4. Article Four: Registered Agent and Registered Office
5. Article Five: Limited Liability Company Purpose
6. Article Six: Optional Provisions
7. Article Seven: Management
8. Article Eight: Signature(s) of Organizer(s)

Business Name: The LLC’s name shall be the name under which the LLC shall transact business unless the LLC elects to adopt one or more assumed LLC names.  

A. RESTRICTIONS 

Distinguishable: The Limited Liability Company Act provides that you may choose any name so long as it is distinguishable from: (1) any domestic or foreign limited liability company name or assumed LLC name; (2) any domestic or foreign corporate name or assumed corporate name; or (3) a name that is currently reserved or registered with the Secretary of State under either the Limited Liability Company Act or the Business Corporation Act.  To check the availability of a business name, go online to your Secretary of State office and do a business entity name search. 

NOTE: Decisions to accept names are made without regard to the names of sole proprietorships, trade names, and the like. Please consult your attorney if you are uncertain about your rights and liabilities regarding a name.   

LLC Designator: The name must contain, separate, and apart from any other word or abbreviation, the words "Limited Liability Company" or the abbreviation "L.L.C." or "LLC.” The name cannot contain any of the following terms: "Corporation," "Corp.," "Incorporated," "Inc.," "Ltd.," "Co.," "Limited Partnership," or "LP." 

Improper Names: The LLC name may not contain any word or words that create a connotation that is offensive to good taste and decency.   

The name of an administratively dissolved LLC is not available for use by another LLC until three years have elapsed following the date of issuance of the notice of dissolution.  

A preliminary name availability determination does not guarantee that the name will be available at a later date. The Department of Business Services reserves final determination of availability until a Name Reservation, Articles of Organization, or an Assumed Name Application is filed.  

NOTE: A franchise name or trade name of which the business is the owner or licensed user is not considered an assumed LLC name.  

B. NAME AVAILABILITY  You may check if a name is available by calling the Secretary of State’s Department of Business Services or using the name availability tool on the Secretary of State Department’s website.  The name of an administratively dissolved LLC is not available for use by another LLC until three years have elapsed following the date of issuance of the notice of dissolution.  

C. RESERVING A NAME  An available name may be reserved for up to 90 days for a fee by filing a form.  Check with your Secretary of State for the exact number of days allowed.  Name reservations may be renewed by repeating this process.  

Please consult your attorney if you are uncertain about your rights and liabilities regarding a name.  Please consult your attorney or Secretary of State in regards to restricted words.

Each LLC must have an address for a principal place of business, which may or may not be in the same state. LLCs must keep certain records at the principal place of business or at such other reasonable location as specified in the operating agreement. These records include, but are not limited to: (1) a list with the names and addresses of each member; (2) a copy of the Articles of Organization; (3) copies of all federal, state, and local income tax returns for the most recent three years; and (4) a copy of the current operating agreement and financial statements for the three most recent years. These records must be made available during normal business hours at the request of any company member or any legal representative of a deceased member or member under legal disability. 

Generally, an LLC’s Articles of Organization are effective on the date they are filed. In some cases, the Articles of Organization may become effective at a later date, no more than 60 days after the Articles of Organization are filed. Each LLC must indicate when its Articles of Organization will be effective.  

A. PURPOSE 

Each LLC is required by the Limited Liability Company Act of their state, to establish and maintain a registered agent and registered office in the state upon whom all service of process on the LLC may be served and to whom all official correspondence from the Secretary of State may be sent. For these reasons, the name and address of the registered agent and registered office must be kept current with the Secretary of State.  

NOTE: Failure to maintain a registered agent and a registered office will ultimately result in the involuntary dissolution of the company.  

B. QUALIFICATIONS 

The registered agent must be:  

• an individual who resides in your state, OR 

• an entity authorized to transact business in this state.  

Unless otherwise stated in the Articles of Organization or the operating agreement, the registered agent may be (but is not required to be) an LLC organizer, manager, member, or employee.  

NOTE: An LLC should only name someone as its registered agent once that person has agreed to act in that capacity.  

C. LOCATION OF REGISTERED OFFICE 

The registered office must:  

• be located in the state where the primary business is located;  

• have a street or road address or a rural route and box number (P.O. Box numbers alone will not be accepted); and  

• be identical to the business office address of the registered agent.  

 The purpose states the character of the business objectives of an LLC. The Articles of Organization may list one or more specific purposes and/or a general statement of purpose. The Limited Liability Company Act generally permits LLCs registered with the Secretary of State to be formed for any lawful purpose.  

A. RESTRICTIONS  In addition to the Illinois Limited Liability Company Act requirements, other statutes, rules, and regulations may impose restrictions on permissible purposes or require the use of certain precise language. If you are unsure about your situation, please consult an attorney.  

B. POWERS  While the LLC’s purpose states its objectives or what it is organized to do, an LLC’s powers are how that purpose may be achieved.  Because all LLCs’ powers are outlined in the Limited Liability Company Act, the Articles of Organization do not need to state any powers. The Articles of Organization cannot state that an LLC has the powers of a natural person.  

 The duration of a limited liability company is perpetual unless otherwise stated.   

This section may be used to include any other provision(s) not inconsistent with the law that the members elect to set out in the Articles of Organization for the regulation of the internal affairs of the LLC. This includes but is not limited to, any provision required or permitted to be set out in the operating agreement and any agreed-upon events for dissolution.  

 An LLC is member-managed unless the operating agreement makes other provisions for the company's management.  

This section must list the names and business address(es) of the manager(s) and any member with the authority of the manager. 

A. ORGANIZER(S)  An LLC may be formed by one or more organizers. An organizer may either be a natural person age 18 or older or a business entity such as a partnership, limited partnership, other LLC, or corporation.  

B. SIGNATURE(S)  Each organizer of an LLC must sign the Articles of Organization. This document section must also include the typed or printed name of each organizer and their addresses.  

If a business entity is acting as an organizer, this section of the document must include the exact name of the entity, the typed or printed name of the individual signing on behalf of the entity, and the capacity (title) in which the individual is signing.  

 There is more to forming an LLC than simply filing the Articles of Organization with the Secretary of State. While filing this document technically establishes an LLC, additional steps must be taken before the company is entitled to recognition as a distinct legal entity. Please consult an attorney if you have any questions or concerns about these additional forms of organization.   

Please consult an attorney or Secretary of State if you have any questions or concerns about series llc’s and low-profit llc forms of organization.    

ANNUAL REPORTS TO THE SECRETARY OF STATE 

All LLCs must file an annual report to maintain its existence. Exact due dates for annual reports vary based on when the LLC was organized. The annual report is due before the first day of the LLC’s anniversary month each year. The anniversary month is the month in which the LLC was organized. For example, if the date of organization was September 15th, the annual report is due before the first day of September every year. A pre-filled version of the annual report will be sent to the registered agent approximately 45 days before the due date. Failure to file an annual report by the due date will result in the company being placed in delinquent status. Failure to file an annual report within 60 days of the due date will result in the company being placed in penalty status and assessed a late-filing penalty of $100. Failure to file an annual report within 120 days from date of delinquency will result in the company being administratively dissolved. Most LLC annual reports may be filed online on the Department’s website.