How Do I Add a Member to Your Illinois LLC?

To add a member to your Illinois LLC, amend your operating agreement to reflect the new member's ownership interest and capital contribution, then have them execute it. Under 805 ILCS 180/15-5, the new member is deemed to assent to the operating agreement upon joining. File an amended Articles of Organization with the Illinois Secretary of State only if the new member will have manager authority (805 ILCS 180/5-40). No state filing is required for passive members.

Update Your Operating Agreement

Review your current operating agreement for admission procedures. Amend it to include the new member's name, business address, ownership percentage, capital contribution, voting rights, and profit/loss allocation. If your LLC has no written operating agreement, create one documenting the new member's admission and rights. The new member must sign the agreement or amendment to bind themselves to its terms.

Obtain Member Consent

Existing members must approve the new member's admission unless your operating agreement permits unilateral manager approval. Follow your agreement's amendment procedures—typically requiring a majority or unanimous vote depending on your structure.

File an Amendment (If Manager Authority)

If the new member will have manager authority, file an amended Articles of Organization with the Illinois Secretary of State. The filing fee is $150.00 for standard processing (approximately 10 business days). Include the new member's name and Illinois business address per 805 ILCS 180/5-40. Expedited processing costs an additional $100.00 (24-hour service).

No Filing Required for Passive Members

If the new member is a passive investor with no management rights, no state filing is necessary. Membership changes are internal governance matters under Illinois law.

Update Your Records

Maintain written records documenting the new member's admission date, ownership percentage, and capital contribution. Notify your accountant and the IRS of the membership change for tax reporting purposes. Update your LLC's membership roster and any bank account records.

Next Steps

Review your operating agreement's admission procedures
Obtain written consent from existing members
Amend your operating agreement with new member details
Have the new member sign the agreement
File an amended Articles of Organization if the member has manager authority
Update tax documentation with the IRS

This is general information, not legal advice. Consult an Illinois business attorney for guidance specific to your LLC's structure and operating agreement.