Illinois LLC Operating Agreement

Set out who owns your Illinois LLC, who manages it, and how profits are split — and download a print-ready PDF. Single-member or multi-member. Free, no signup. The preview updates as you type.

Reflects current Illinois rules · 2026 Official source linked Free PDF · no signup · nothing uploaded

Maintained by Rapi Stack · Every state-specific figure on this page is cited to its statute or official agency page · Dataset last verified 2026 · Not legal advice.

Illinois LLC act rules · as of 2026

Required by law?: No — but strongly recommended
Recognized form: "whether oral, in a record, implied, or in any combination thereof" — 805 ILCS 180/1-5 (definition of "operating agreement", referencing Section 15-5)
Governing act: Illinois Limited Liability Company Act (805 ILCS 180; short title per 805 ILCS 180/1-1: "Limited Liability Company Act")

Without an agreement: Distributions before dissolution must be in equal shares among members (per capita) — 805 ILCS 180/25-1(a). Source: 805 ILCS 180/1-5 (definition); 805 ILCS 180/15-5 (operating agreement, scope) · verify ↗.

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Why your Illinois LLC needs this — even single-member

It overrides the default rules. Without an agreement, the Illinois Limited Liability Company Act (805 ILCS 180; short title per 805 ILCS 180/1-1: "Limited Liability Company Act") decides how profits are split and who can act for the company — not you.
It protects limited liability. A written agreement is core evidence that the LLC is a real, separate entity.
Banks and lenders ask for it. Opening a business account or getting a loan routinely requires it.

Illinois law

No — Illinois does not require an operating agreement (as of 2026): No requirement to adopt an operating agreement. Since the 2017 amendments (P.A. 99-637, adopting many RULLCA features) the Act supplies default rules whenever the agreement is silent; 805 ILCS 180/15-5 governs scope.. But without one, the default rules of the Illinois Limited Liability Company Act (805 ILCS 180; short title per 805 ILCS 180/1-1: "Limited Liability Company Act") decide ownership, management, and profit questions for you — which is why one is strongly recommended even for single-member LLCs. Source: 805 ILCS 180/1-5 (definition); 805 ILCS 180/15-5 (operating agreement, scope). Check the current Illinois LLC rules before relying on any default.

Frequently asked questions

Is an operating agreement required in Illinois?

Does the operating agreement get filed with the state?

No. Unlike the formation certificate (articles of organization), the operating agreement is an internal document — you sign it, keep it with your records, and give each member a copy. Banks, lenders, and courts may ask to see it, but no Illinois agency records it.

Can the agreement be oral in Illinois?

Illinois's statute recognizes: "whether oral, in a record, implied, or in any combination thereof" — 805 ILCS 180/1-5 (definition of "operating agreement", referencing Section 15-5) (805 ILCS 180/1-5 (definition); 805 ILCS 180/15-5 (operating agreement, scope)). Even where oral or implied agreements count, put yours in writing — proving an oral term in a dispute between members is exactly the fight the document exists to prevent.

How does Illinois compare? See which states actually require an operating agreement, every claim cited to the state LLC act.

How Illinois compares

Computed from our 51-jurisdiction dataset (as of 2026). Source for Illinois: 805 ILCS 180/1-5 (definition); 805 ILCS 180/15-5 (operating agreement, scope) ↗.

Illinois is one of 47 of 51 jurisdictions that leave the operating agreement optional (statutory default rules apply without one) (4 require an LLC to have an operating agreement).

The rest of what Illinois requires

The figures below are Illinois's, not national averages — each one is the value we verified for this state, with the statute it comes from. Follow a row to the full Illinois page for that document.

Security deposit cap · as of 2026: No statutory limit 765 ILCS 710 (Security Deposit Return Act) ↗
Deposit return deadline · as of 2026: 45 days after move-out 765 ILCS 710 (Security Deposit Return Act) ↗
Notice to end a month-to-month tenancy · as of 2026: 30 days 765 ILCS 710 (Security Deposit Return Act) ↗
Notice for unpaid rent · as of 2026: 5 days to pay or quit 735 ILCS 5/9-209; 5/9-210; 5/9-207 ↗
Notice to cure a lease violation · as of 2026: 10 days 735 ILCS 5/9-209; 5/9-210; 5/9-207 ↗
Small claims limit · as of 2026: $10,000 Ill. Sup. Ct. Rules 281-289; 705 ILCS 105/27.1b (fees) ↗
Where you file · as of 2026: Small claims in the Circuit Court (simplified procedure under Supreme Court Rules 281-289) · filing fee Varies by county — set by county ordinance within Supreme Court fee schedules under 705 ILCS 105/27.1b; commonly ~$89 for the smallest claims up to ~$250-$330 for claims near $10,000 depending on county (Cook County runs higher). Check the circuit clerk's fee schedule for your county. Ill. Sup. Ct. Rules 281-289; 705 ILCS 105/27.1b (fees) ↗
Rental application fee · as of July 2026: Limited to the actual cost of screening Illinois General Assembly ↗
Bill of sale notarization · as of 2026: Not required Illinois SoS / DMV.ORG ↗
Power of attorney signing · as of 2026: Notarization required · 1 witness 755 ILCS 45/3-3 ↗
Recording a deed · as of 2026: County Recorder of Deeds (in Cook County the Recorder of Deeds office was merged into the County Clerk in Dec. 2020) · no witnesses 765 ILCS 5/10; 765 ILCS 5/20 ↗

LLC operating agreement in other states

More Illinois legal forms

Different state? See LLC operating agreements by state →