Illinois Makes Organization
of LLCs More Complicated
Consequent to changes in
administrative regulations effective January 1, 2020, it is now more
complicated to either organize an LLC in Illinois or to qualify a foreign LLC
to transact business in that jurisdiction.
With respect to LLCs organized
in Illinois, if the articles of organization identify as a manager a business
entity (i.e., not a natural person),
the articles of organization must be accompanied by a good standing certificate
issued by the state, whether that be Illinois or foreign, under which the
manager-entity is organized. There is a
similar filing requirement when the articles of organization are amended or an
annual report is filed that adds a new entity-manager that is not already
either organized or qualified to transact business in Illinois.
With respect to foreign LLCs
seeking to qualify to transact business in Illinois, again, if the company has
an entity-manager, the application for the certificate of authority to transact
business must include a good standing certificate issued with respect to that
entity-manager, whether organized in Illinois or in a foreign jurisdiction.
When the application for certificate of authority is amended to add a new
entity-manager, a good standing certificate from its jurisdiction of organization
will likewise be required.
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