Illinois LLC annual report: the short answer
The Illinois LLC annual report is filed every year with the Secretary of State, and the deadline is the first day of the company's anniversary month, the month in which its Articles of Organization were filed. The report (Form LLC-50.1) can be filed during the 60 days before that date, the fee is $75, and it takes a few minutes online. Miss the date and the LLC is "delinquent and not in good standing" the next morning. If the report and fee are still not in before the first day of the second month after the anniversary month, a $100 penalty attaches, another $100 for each further year, and the Secretary of State stops accepting any other filing from the company. A notice of delinquency follows, and an LLC that does not cure within 120 days of that notice is administratively dissolved. Reinstatement is possible, at $200 plus every missed report and penalty.
Those are the rules of the Illinois Limited Liability Company Act, 805 ILCS 180, as of October 2026. The rest of this article walks through them, covers the parallel rules for corporations, and ends with the most common mistake: assuming the annual report and the tax return are the same filing.
When is the Illinois LLC annual report due?
The Act says the report, "together with all fees and charges," must be delivered to the Secretary of State "within 60 days immediately preceding the first day of the anniversary month" (805 ILCS 180/50-1(b)). An LLC whose Articles were filed on March 12, 2024 has an anniversary month of March; its report is due before March 1 each year and can be filed from about the last day of December, 60 days before March 1. Mailing counts: proof that the report and fee were in the mail, properly addressed and stamped, before the first day of the anniversary month is compliance. If the Secretary of State returns the report for corrections, no penalty applies as long as the corrected report is back within 60 days of the original due date.
What is the Illinois LLC annual report fee?
The filing fee is $75 (805 ILCS 180/50-10(b)(11)). A series LLC pays $75 plus $50 for each series with a certificate of designation on file on the last day of the third month before the anniversary month. The fee is the same whether the LLC has one member or fifty, earns nothing or a great deal, and is identical for foreign LLCs admitted to do business in Illinois.
Letters that arrive around the anniversary month offering to file the report for $150 or more are from private companies, not the State. The State's fee is $75, and the report can be filed directly on the Secretary of State's website.
What is in the annual report, and who signs it?
Section 50-1(a) lists the contents: the LLC's name; the address of its registered office in Illinois and the name of the registered agent at that address; the address of its principal place of business; and the name and business address of every manager and of any member who has the authority of a manager. The information is given as of the date the report is signed, and the report is signed by a manager or, in a member-managed LLC, by a member the members have designated.
Two things follow. First, the names on the report are public, which matters to owners who formed the LLC partly for privacy; see our comparison of a land trust and an LLC for rental property. Second, the report is a snapshot, not a change form. Changing the registered agent or registered office is a separate statement, filed for $25 (805 ILCS 180/50-10(b)(15)), and the Secretary of State's online instructions list a change of agent or office among the situations the online annual report cannot handle.
How do you file the Illinois LLC annual report?
- Find the file number and anniversary month in the Secretary of State's business entity search. The reminder the State mails goes to the registered agent, which is one reason a stale agent address is the usual cause of a missed report.
- Confirm the registered agent and office are current. If either has changed, follow the Secretary of State's instructions: file the online annual report showing no change, then file the $25 statement of change of registered agent or office (Form LLC-1.36/1.37, online or on paper). If the company is already delinquent, the report has to go first anyway (805 ILCS 180/50-15(b)(2)).
- List the managers, or the members with manager authority, with business addresses, as of the day you sign.
- File online during the 60-day window and pay the $75 (plus $50 per series). A company that has been administratively dissolved, has more managers than the online form allows, or needs to change its name, purpose or duration files on paper, or files the report first (showing no change) and the other filing after it.
- Keep the filed copy with the minute book.
What happens if you miss the Illinois LLC annual report?
| When | What the Act does |
|---|---|
| First day of the anniversary month, report not filed | The Secretary of State declares the LLC delinquent and not in good standing (805 ILCS 180/50-15(a)) |
| First day of the second month after the anniversary month | $100 penalty, plus $100 for each year or fraction of a year beginning with the second year of delinquency (50-15(b)(1)) |
| While delinquent | The Secretary of State files nothing else for the company until the report is in: amendments, agent changes, mergers and even a termination all wait (50-15(b)(2)); inquiries may be answered "not in good standing" (50-15(b)(3)) |
| Notice of delinquency mailed to the registered office | 120 days to file the report and pay the fee and penalty (805 ILCS 180/35-30(b)) |
| Day 121 | Certificate of dissolution issues; the LLC continues only to wind up its business (35-30(c)) |
| Any time after dissolution | Reinstatement on application, all back reports, all fees and penalties, $200 reinstatement fee (35-40; 50-10(b)(12)) |
For the March LLC in the example above, the sequence is: delinquent on March 1, penalty on May 1, dissolution roughly four months after the notice goes out. The notice goes by regular mail to the registered office; if the agent moved and nobody filed the $25 change, the first the owners hear of it is a bank, a title company or a buyer reporting that the company no longer exists.
A dissolved LLC cannot carry on business except to wind up (805 ILCS 180/35-30(c)). Leases, contracts and deeds signed in its name after dissolution raise the question of who was bound. Loss of good standing also matters before dissolution: a lender's closing checklist and a buyer's due diligence both begin with a certificate of good standing, and a delinquent company cannot get one.
How do you reinstate an administratively dissolved Illinois LLC?
Section 35-40 allows reinstatement at any time after the notice of dissolution on three conditions: an application for reinstatement (Form LLC-35.40), the filing of all annual reports then due, and payment of all fees and penalties then due. The reinstatement fee is $200 (805 ILCS 180/50-10(b)(12)). If the company's name has been taken by someone else in the meantime, the application must adopt a new name.
The effect is retroactive. On filing, the LLC's "existence shall be deemed to have continued without interruption," acts done in its name during the gap stand ratified, and no member or manager is personally liable for company debts incurred during the dissolution merely because the company was dissolved at the time (35-40(d) and (e)). Reinstatement cures the legal problem. What it cannot do is erase the public record of the gap, which the next lender or buyer will ask about, and it does not restore a name that was lost. We prepare the reinstatement application and the missed reports together; the corporate records and compliance page describes the catch-up process.
What is different about the Illinois annual report for corporations?
An Illinois corporation files its own annual report (Form BCA 14.05) on the same anniversary-month schedule, within the 60 days before the first day of the anniversary month, listing its officers, directors, shares and paid-in capital, for a $75 fee (805 ILCS 5/14.05, 14.10, 15.10(o)). The difference is the franchise tax paid with the report: 0.1 percent of paid-in capital allocated to Illinois, with the first $10,000 of liability exempt for reports due on or after January 1, 2025, so a corporation with paid-in capital of $10,000,000 or less owes the $75 fee and nothing more (805 ILCS 5/15.35(d), 15.45). A late report brings a notice of delinquency, 90 days to cure, administrative dissolution and a $200 reinstatement (805 ILCS 5/12.40(b), 12.45, 15.10(p)); the corporate records and compliance page covers corporate reports, the franchise tax and the minutes and annual-meeting requirement that LLCs do not have.
Is the annual report the same as the LLC's tax return?
No, and confusing the two is the most expensive annual-report mistake. The Secretary of State's report keeps the company in existence. The Illinois Department of Revenue and the IRS are separate agencies with separate filings and separate deadlines, and the annual report does not ask a single question about income.
- A single-member LLC that has not elected otherwise is disregarded for income tax: its income goes on the owner's return, and it owes no Illinois replacement tax.
- A multi-member LLC taxed as a partnership files federal Form 1065 and Illinois Form IL-1065, and pays Illinois personal property replacement tax at 1.5 percent of net income, the rate the Department of Revenue applies to partnerships, trusts and S corporations.
- An LLC that has elected S corporation status files Form 1120-S and IL-1120-ST and pays the same 1.5 percent replacement tax; the S corporation election page covers the timing.
This is where one adviser for the legal side and the tax side earns the engagement. The annual report lists the managers; the Schedule K-1s list the owners and their shares; the operating agreement says who has authority. When those three documents disagree, a lender or a buyer notices, and so does an auditor. Reading the returns alongside the minute book as part of the legal work keeps them consistent, and the conversation about a delinquency or an ownership change happens inside the attorney-client privilege, which a CPA's file does not fully carry. Our attorney-CPA page explains what that privilege does and does not cover.
One filing to rule out: as of October 2026 an Illinois LLC has no beneficial ownership information (BOI) report to file with FinCEN. The March 2025 interim rule that exempted domestic companies was adopted as a final rule effective August 14, 2026, and only entities formed under foreign law and registered to do business here still report.
Frequently asked questions
What is the Illinois LLC annual report late penalty?
The LLC is not in good standing from the first day of the anniversary month. The money penalty, $100 plus $100 for each year or fraction of a year from the second year of delinquency, attaches if the report and fee are not in before the first day of the second month after the anniversary month (805 ILCS 180/50-15).
Does my LLC still have to file if it had no income or activity?
Yes. The annual report has nothing to do with income. Every LLC organized in Illinois and every foreign LLC admitted here files it until the company files a statement of termination or withdrawal.
Can the annual report change my registered agent?
No. A change of registered agent or registered office is a separate $25 filing (Form LLC-1.36/1.37). The Secretary of State's instructions are to file the annual report showing no change and then file the change; the next year's report shows the new agent.
What to do next
If you want the annual report, the registered-agent record, the minute book and the tax filings put on one calendar, call (708) 722-2222 or request a consultation. Bring the Articles of Organization, the most recent annual report if you have it, and the last tax return. We will confirm the anniversary month and good standing, file whatever is overdue, and quote the fee in writing for the annual routine. How an LLC is formed in the first place is in our guide to starting an LLC in Illinois, and the rest of the practice is on the business attorney page.
General information as of October 4, 2026; not legal advice; laws change; consult a lawyer about your situation.