Illinois LLC structure and cost: the only state that prices its series LLC honestly

Most states let you create a series inside your operating agreement and never mention what it costs, because the answer is nothing at the filing window and everything in bookkeeping. Illinois does it differently. It requires a public certificate of designation for each series, charges $400 to form a series-capable LLC instead of $150, and adds $50 per series to the annual report every year.

That transparency is a gift, because it turns the series pitch into arithmetic. Ten Illinois series cost $400 to set up and $575 a year. Ten separate Illinois LLCs cost $1,500 to set up and $750 a year. The series structure is genuinely cheaper here. It is cheaper by $175 a year and a one-time $1,100, against a structure whose internal walls almost no court has tested.

Illinois publishes the price of a series LLC, which makes it the one state where you can check whether the discount is worth the risk.

Where the entity actually lives

An Illinois LLC has a birthplace and a residence, and the where your LLC lives doctrine decides which controls what. Illinois governs the internal affairs covered on the governance page; where the company operates governs tax and the courtroom.

Series LLCs, priced

Illinois built the version of the series LLC that leaves a public record, and the requirements are stricter than the operating-agreement-only states.

An Illinois series gets its liability shield only with a certificate of designation on file, separate records, and separate assets.

To obtain the internal shield between series under 805 ILCS 180/37-40, the articles and operating agreement must establish each series with separate rights and duties, the company must maintain separate records and assets for each series, and a certificate of designation for each series must be on file with the Secretary of State. The fees follow: $400 to file articles for an LLC with a series or the ability to establish one, and an annual report of $75 plus $50 for each series with a designation in effect.

The series LLC page sets out the honest case against the structure generally: the walls rest on statutes with almost no case law, the bankruptcy treatment is unknown, the federal tax answer was never finalized, and the bookkeeping burden of ten series equals ten companies. None of that changes in Illinois. What changes is that you can put a number on what you are buying, and the number is smaller than the pitch implies.

The second member can cost you 1.5%

Illinois has a tax that turns on how many members you have, and it rarely appears in entity-choice conversations.

Illinois taxes partnerships at 1.5%, and a single-member LLC treated as a disregarded entity does not pay it.

Illinois imposes a Personal Property Replacement Tax on partnerships, which reaches a multi-member LLC taxed as a partnership. A single-member LLC treated as a disregarded entity, the default federal and Illinois treatment, does not owe it. So in Illinois, adding a second member can add a 1.5% tax on income that the same business never paid as a single-member company. That is a real structuring consequence, and it runs directly against the advice this site gives everywhere else, which is that a genuine second member strengthens charging order protection. In Illinois those two considerations point in opposite directions, and the right answer depends on which risk is larger for the particular owner. Confirm the current rate and application with the Department of Revenue, and take the tradeoff to an Illinois accountant rather than resolving it from a template.

Transfer tax, and the mortgage Illinois ignores

Moving property into an entity costs something in Illinois, and the base is computed in a way that will surprise anyone who learned this in Florida.

Illinois excludes an assumed mortgage from the transfer tax base. Florida taxes exactly that balance.

The Illinois state transfer tax is 50 cents per $500 of value or fraction, under 35 ILCS 200/31-10, collected through revenue stamps by the county recorder. If the transfer document states that the transfer is subject to a mortgage, the outstanding mortgage balance is not included in the basis for computing the state tax. That is the opposite of Florida, where contributing a mortgaged building into your own LLC triggers documentary stamp tax on the loan balance. Same transaction, same facts, opposite answers across two state lines.

Counties impose an additional transfer tax, and home rule municipalities impose their own, which in Chicago is substantially larger than the state component. Those rates are not published here because they were not verified from the source. Price the county and municipal layers for the specific property before recording, and note that Illinois separately taxes transfers of beneficial interests in land trusts under its own statute, so the privacy structure has a transfer cost of its own.

Privacy runs through the land trust

Illinois is not a privacy state at the entity level in the way Wyoming is, and the tool it does offer sits outside the LLC. The land trust puts a trustee’s name on the deed and keeps the beneficial owner off the public record, and the standard structure places an LLC behind it as beneficiary. The protection page covers what that does and does not accomplish, and the anonymous LLC page covers the general limits.

The bottom line

Illinois charges $400 to form a series-capable LLC and $50 per series each year on top of the $75 annual report.

The series shield requires a certificate of designation on file per series, plus separate records and assets.

Ten Illinois series cost $575 a year against $750 for ten separate LLCs, which is the real size of the discount.

A multi-member Illinois LLC taxed as a partnership owes the 1.5% replacement tax that a disregarded single-member LLC does not.

The state transfer tax is 50 cents per $500 and excludes an assumed mortgage from the base, unlike Florida.

Privacy in Illinois comes from the land trust rather than the LLC, and beneficial interest transfers carry their own tax.

What this page does not cover

This page is about what the entity costs and what it can be. How creditors reach you is on the protection page. What the statute decides when your agreement is silent is on the governance page. The filing fees and deadlines are on the filing page.

Last verified July 2026.