What Happens If My LLC Is Dissolved by Illinois?
Illinois administratively dissolves your LLC if you fail to file your annual report within 120 days of the due date (805 ILCS 180/50-1, 180/50-5). Once dissolved, your LLC loses its legal status, cannot conduct business, and you lose liability protection. You must file a reinstatement application, pay a $200 reinstatement fee, and settle all delinquent annual report fees and penalties to restore the LLC to good standing.
How Dissolution Occurs
Your LLC enters delinquency when the annual report misses its due date—the first day of your anniversary month. After 60 days without filing, the Illinois Secretary of State assesses a $100 late penalty. If the annual report remains unfiled 120 days from the original due date, the Secretary of State automatically dissolves or revokes your LLC without court action or notice.
Consequences of Dissolution
An administratively dissolved LLC cannot legally operate, sign contracts, or sue in court. You lose the liability shield that protects members and managers from personal claims. Any business conducted during dissolution may expose you to personal liability. The Secretary of State will not accept filings from a dissolved entity.
Reinstatement Requirements
To restore your LLC, file a reinstatement application with the Illinois Secretary of State, Department of Business Services. You must pay:
- $200 reinstatement fee
- All delinquent annual report filing fees ($75 per year)
- $100 late penalty
- Any additional delinquency amounts required
File online at https://apps.ilsos.gov/llcarticles/index.jsp or mail your application to 501 S. Second St., Rm. 350, Springfield, IL 62756. Contact (217) 524-8008 for assistance.
Avoid Dissolution
File your annual report before the first day of your anniversary month each year. Set calendar reminders 30 days before the deadline. The annual report filing fee is $75. Online filing through the Secretary of State's portal is the fastest method.
Important Notes
Reinstatement does not restore retroactive authority for contracts or obligations entered during the dissolution period. Consult an attorney about liability exposure during the dissolved period. You remain responsible for all state and federal tax obligations regardless of dissolution status.
This is general information, not legal advice.