Illinois · Operating agreement
Illinois LLC operating agreement
What Illinois's LLC act says about operating agreements, what applies without one, and a free template to build yours.
Build my Illinois operating agreementWhat Illinois’s LLC act says
Illinois calls the document an operating agreement and defines it in Section 1-5 as the agreement under Section 15-5, whether or not it carries that name. 4
Illinois defines the operating agreement as an agreement of all the members, whether oral, in a record, implied, or any mix of these. 4
What Illinois’s act does not let an agreement change:
- Cannot unreasonably restrict a right to information or access to records 1
- Cannot restrict a member's power to dissociate 1
- Cannot eliminate the implied covenant of good faith and fair dealing 1
One-member company. Illinois counts a sole member's agreement as an operating agreement, since the definition covers all of the members, including a sole member. 4
Not confirmed for Illinois from an official source: whether an Illinois agreement is filed with the state.
What happens with no agreement
In Illinois an LLC is member-managed unless its operating agreement says it is manager-managed. In a member-managed company each member has equal management rights. 2
Illinois requires distributions made before dissolution to be in equal shares. This is the act's rule, and it appears in Section 25-1. 3
What the template covers in Illinois
- Company Details. The company's name, state, effective date and principal office.
- Members & Management. Who the members are, whether there is one or several, and who runs the company.
- Capital & Distributions. What each member puts in and how profit is paid out.
- Taxes. The federal tax treatment the company reports under.
- Transfers & Buyout. What happens when a member sells, leaves or is bought out.
- Governance & Legal Terms. How votes, outside work, confidentiality and disputes are handled.
- Succession. Who takes over a single-member company if its member cannot act.
- Notarization. An optional notary acknowledgment page.
Illinois’s default management and profit rules are in the sections above. In the template you pick member-managed or manager-managed, and ownership share or equal shares for profit.
You also choose single-member or multi-member. The text is built in the Document Builder, not printed here.
Where it fits when you form an Illinois LLC
You form an Illinois LLC by filing with Illinois’s Secretary of State.
The Illinois annual report is due the 1st day of your formation anniversary month. 5
Illinois uses "registered agent" and "registered office." Every LLC must continuously maintain both in Illinois (805 ILCS 180/1-35(a)). 6
Search the Illinois business records at the Secretary of State before you file: Illinois entity search.
The operating agreement for an Illinois LLC is separate from the Illinois formation filing.
The order form on this page shows $153 for the state filing: that is the amount charged at our checkout. The state's own fee is $150. 7
Common questions
Is an operating agreement required for an LLC in Illinois?
Illinois' LLC act says members may enter into an operating agreement. It does not command one. Where the agreement says nothing on a matter, the act governs relations among the members, managers, and company. 1
Is there an Illinois LLC operating agreement template?
Yes, free in the Document Builder. PDF and Word downloads need a free account.
Can a single-member Illinois LLC have an operating agreement?
Illinois counts a sole member's agreement as an operating agreement, since the definition covers all of the members, including a sole member. 4
Does an Illinois operating agreement need to be notarized?
None of the Illinois rules quoted on this page asks for a notary. The template adds an optional notary page.
Where do I keep an Illinois operating agreement, and is it filed?
We could not confirm from an official Illinois source whether the agreement is filed with the state. What does go to the filing office is the formation filing, made with Illinois’s Secretary of State. 7
Also in Illinois
Sources 7 links, checked Sep 1, 2026 to Nov 13, 2026
- Illinois LLC act, section 15-5 ilga.gov, checked Nov 13, 2026
To the extent the operating agreement does not otherwise provide, this Act governs relations among the members, managers, and company.
- Illinois LLC act, section 15-1 ilga.gov, checked Nov 13, 2026
A limited liability company is a member-managed limited liability company unless the operating agreement …
- Illinois LLC act, section 25-1 ilga.gov, checked Nov 13, 2026
Any distributions made by a limited liability company before its dissolution and winding up must be in equal shares.
- Illinois LLC act, section 1-5 ilga.gov, checked Nov 13, 2026
‘Operating agreement’ means the agreement under Section 15-5, whether or not referred to as an operating agreement
- Illinois annual report ilsos.gov, checked Sep 1, 2026
- Illinois LLC act, registered agent rule ilga.gov, checked Sep 18, 2026
- Official state fee schedule for LLC filings ilsos.gov, checked Oct 17, 2026
Each source shows the date it was checked. The newest check is Nov 13, 2026.
This page explains Illinois’s rules. It is not legal or tax advice.
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