Legal Question in Business Law in Illinois

Changing to an LLC

I am currently a sole proprietorship construction contractor. I am looking to take on a partner while at the same time changing into an LLC. What would i and my partner have to do in order to accomplish this?

Asked on 1/16/09, 10:45 pm

3 Answers from Attorneys

Burton Padove Indiana and Illinois Lawyer, Burton A. Padove

Re: Changing to an LLC

Generally speaking, You need to file the appropriate papers with the state and county and draft organizational documents showing the agreement and rules for managing the business, for buying the other out, etc. You will also need an emplyers id number and a business records book with resolutions concerning leases, banking, insurance etc., share transfer logs and membership certificates.

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Answered on 1/17/09, 11:06 am

Re: Changing to an LLC

You will need to file articles of organization with the Secretary of State. This will require a filing fee with the state.

Additionally, you will need to have create an operating agreement for the LLC stating who owns what percentage of the company, how much each party has put into the company, how the company can be dissolved, and how the assets are to be divided upon dissolution.

If you have any further questions please email me.

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Answered on 1/16/09, 11:09 pm
Kenneth J. Ashman Ashman Law Offices, LLC

Re: Changing to an LLC

Assuming you want to create an Illinois limited liability company, there is a relatively simple form to fill out with the Secretary of State's office -- called the Articles of Organization. It is Form LLC-5.5, and you can find the form on this link:

There are a couple of subtleties on the form that you might want to ask a lawyer about, such as whether the LLC will be member-managed or manager-managed, and who will serve as the Registered Agent.

You would also want to create something known as an Operating Agreement. This sets forth the rights between you and your "partner" -- who will do what tasks, who will have what position, who will have what responsibilities, how much of the LLC each will own, etc. It is similar to the By-Laws of a corporation, if you've ever seen anything like that. Using an experienced lawyer is typically helpful here.

Once you receive word from the Secretary of State's office, you will need to file appropriate forms in the county in which the main office of the LLC is located.

You would also want to get a FEIN -- a federal tax number for the LLC. And, you would likely want to open a bank account, get insurance, etc.

I hope that helps.

-- Kenneth J. Ashman;; [email protected]

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Answered on 1/17/09, 12:23 am

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