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Illinois, United States

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 · 2026Official source linkedFree PDF · no signup · nothing uploaded

Maintained by the SealForms editorial team · 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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Operating Agreement

of __________ · State of Illinois

This Operating Agreement (the "Agreement") is made effective __________ by the member(s) of __________ (the "Company"), a limited liability company organized under the Illinois Limited Liability Company Act (805 ILCS 180; short title per 805 ILCS 180/1-1: "Limited Liability Company Act"), with its principal office at __________ .

1. Formation & purpose. The Company was formed under Illinois law by filing its formation document with the state. Its purpose is: __________ , and any other lawful activity under the Illinois Limited Liability Company Act (805 ILCS 180; short title per 805 ILCS 180/1-1: "Limited Liability Company Act").

2. Members & ownership. The membership interests are: __________ — ____%; __________ — ____%. For a single-member company, the sole member holds 100% and the second line is left blank.

3. Management. The Company is __________ . If manager-managed, the manager is __________ , who may bind the Company in the ordinary course of business; major decisions (admitting members, selling substantially all assets, dissolution, amending this Agreement) require the consent of members holding a majority of the membership interests.

4. Capital contributions. The members have contributed: __________ . No member is required to make additional contributions without their written consent.

5. Allocations & distributions. Profits and losses are allocated, and distributions made, in proportion to the ownership percentages in Section 2, at the times the members (or manager) determine, subject to the Illinois Limited Liability Company Act (805 ILCS 180; short title per 805 ILCS 180/1-1: "Limited Liability Company Act")'s limits on distributions.

6. Records, amendment & law. The Company keeps its records at the principal office; each member may inspect them. This Agreement may be amended only in writing signed by all members. It is governed byIllinois law and is binding on the members, their successors, and assigns.

Member 1 signature / date
Member 2 signature / date

Generated with SealFormsReflects Illinois law · verified 2026

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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?

    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).

    Does a single-member LLC need an operating agreement?

    It is not usually legally required, but yes in practice: a written agreement helps prove the LLC is a separate entity (protecting limited liability), is routinely requested by banks and lenders, and controls what happens if you bring in a partner or pass the business on. For a single member, it is a short document — this template works for that case.

    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).

    LLC operating agreement in other states

    More Illinois legal forms

    Different state? See LLC operating agreements by state →