Illinois LLC Not in Good Standing: What the Status Means and How to Fix It

The 15 status codes in the Illinois Secretary of State’s LLC data files

The Secretary of State publishes daily data files of LLC records under the Business Data Transparency Act. Its documentation for those files describes a status field. We read that document on October 17, 2026, and counted the codes in the status field. There are 15, numbered 00 to 14. The same entry says the code “Must be numeric and less than 15.”

The document’s change log shows that labels have changed. In April 2024, “Status 11 is changed from ‘Dissolved’ to ‘Administratively Dissolved’.” In March 2023, the description of code 14 changed “to HOLD from INCOMPLETE FILING.” So older printouts and older third-party lists can use different words for the same code.

The search page describes the File Detail Report differently. It lists “Status (active/inactive)” among the facts the report shows. The codes above come from the data file documentation, not from the search screen. So the words on the screen may not match these labels exactly. The documentation does not define codes 09 and 11 separately, so we do not guess at the difference between them.

Code 05 is “Agent Vacated.” The same document also lists agent codes “‘8’ = Agent Vacate Pending” and “‘9’ = Agent Vacated,” and says those two codes “are reserved for use by ILSOS for vacating agents.” If a data file row for your LLC shows status 05 or agent code 8 or 9, look at the registered agent first.

Illinois LLC annual report deadline, fee and late penalty

Section 50-1(b) says the annual report and fees “shall be delivered to the Secretary of State within 60 days immediately preceding the first day of the anniversary month.” A report mailed in time also counts. The same subsection accepts proof that the report was “deposited in the United States mail in a sealed envelope, properly addressed, with postage prepaid” before the first day of the anniversary month.

The Secretary of State lists the LLC annual report, Form LLC 50.1, at $75. Section 50-10(b)(11) sets the same $75, “plus a penalty if delinquent.” A series LLC also pays $50 for each series whose certificate of designation is in effect on the last day of the third month before the anniversary month.

Here is our reading for an LLC whose articles were filed in March. The filing window opens about 60 days before March 1. A report not filed before March 1 makes the LLC delinquent. If the default is not corrected before May 1, the $100 penalty can apply. The paper form puts the penalty rule in its own words: “A late filing penalty of $100 will apply if this report is not filed within 60 days after the due date.”

The Secretary of State’s online annual report instructions say penalties already owed must be paid with the filing fee. They also say an LLC cannot file online if it “has been administratively dissolved or revoked.” At that stage, the late reports go in with an application for reinstatement, not as an online annual report.

From not in good standing to administrative dissolution

Section 35-25 lists the grounds on which the Secretary of State “may dissolve any limited liability company administratively.” We counted six numbered grounds, labeled (1), (2), (2.5), (3), (4) and (5).

• (1) The LLC did not file its annual report and pay its fee before the first day of the anniversary month, or did not pay fees, penalties or charges the Act requires.
• (2) The LLC did not file a report required by the Act after the filing period ended.
• (2.5) The LLC misrepresented a material matter in a document it submitted.
• (3) The LLC did not appoint and maintain a registered agent in Illinois.
• (4) A manager or member did not fully and timely answer interrogatories from the Secretary of State under Section 5-60.
• (5) A payment to the Secretary of State was returned, and acceptable payment was not made later.

Section 35-30 sets the order of steps. First, the Secretary of State sends a notice of delinquency. If the LLC does not correct a ground (1) or (2) default “within 120 days following the date of the notice of delinquency,” the Secretary of State dissolves it by issuing a certificate of dissolution. For grounds (2.5), (3), (4) and (5), the period is 60 days following the notice.

After dissolution, Section 35-30(c) says the LLC “shall continue for only the purpose of winding up its business.” An LLC from another state is not dissolved in Illinois. Under Section 45-35, its admission to do business in Illinois can be revoked, and Section 45-65 provides a reinstatement after revocation.

How to reinstate an Illinois LLC and what it costs

Section 35-40(a) lists three conditions for reinstating an administratively dissolved LLC. The LLC files an application for reinstatement. It files “all reports then due and theretofore becoming due.” It pays “all fees and penalties then due and theretofore becoming due.”

We read all five subsections of Section 35-40. We found no time limit for applying. Subsection (a) says reinstatement can follow “the date of issuance of the notice of dissolution.”

1. 1Gather every annual report that is due. The Secretary of State’s online reinstatement page says “All annual reports (maximum of six years) and all fees due must be included when filing for reinstatement.”
2. 2Choose online or paper. The paper form LLC 35.40/45.65 has five numbered items. They ask for the name at the notice of dissolution, any new name, and the state of organization. They also ask for the date the notice was issued and the registered agent and office.
3. 3Check the registered office line. Next to that line, the form as printed says “(P.O. Box alone or c/o is unacceptable.)” If the agent or office changed since dissolution, the form says to file Form LLC 1.36/1.37 with it.
4. 4Have a manager or another authorized person sign. The paper form is signed under penalties of perjury and filed in duplicate.
5. 5Pay. The paper form takes a certified check, cashier’s check, Illinois attorney’s check, C.P.A.’s check or money order. Online filing takes Visa, Mastercard, Discover or American Express.
6. 6Watch your email. The online page says “all correspondence will be sent to only this address.” It says a non-expedited request gets an email response within 10 business days.

Section 35-40(d) says that once the application is filed, the LLC’s existence “shall be deemed to have continued without interruption from the date of the issuance of the notice of dissolution.” Section 35-40(e) adds that no member, manager or officer is personally liable for the LLC’s debts from the dissolution period just because the LLC was dissolved when they arose. Ask an Illinois attorney how that applies to a specific contract. For other states, see our guide to reinstating an LLC that is not in good standing and our Florida guide.

Where the delinquency notice goes: the registered office

Section 35-30(a) names the address for the notice of delinquency. The Secretary of State sends it “by regular mail to each delinquent limited liability company at its registered office.” The principal place of business is only the fallback. The law uses it “if the limited liability company has failed to maintain a registered office.” Section 35-30(b) sends a copy of the certificate of dissolution to the same address, under the same rule.

So the registered office on your record is where the warning goes. Section 1-35(a) requires every LLC to keep a registered agent and registered office in Illinois “continuously.” If the agent resigns, Section 1-35(c) has the agent mail a copy of the resignation to the LLC’s principal office “as it is known to the resigning registered agent.” Section 1-35(d) requires a new agent on record within 60 days.

If the agent cannot be found, papers in a lawsuit can still be served. Section 1-50(b)(2) makes the Secretary of State the LLC’s agent for service when the registered agent “cannot with reasonable diligence be found at the registered office in this State or at the principal place of business stated in the articles of organization.” Our guide to the registered agent address and the business address explains the two roles.

Section 50-1(a)(3) asks for the address “including street and number or rural route number” of the principal place of business. The statute does not say more about what kind of address may go on that line. The form’s note quoted in the table is the only added rule we found. If you plan to list a virtual address on that line, ask the Department of Business Services before you file. save office does not offer registered agent service, and the registered office has to be in Illinois. Our free address checker shows how USPS classifies an address before you put it on a state filing. Our Silicon Valley and Los Angeles pages describe the business addresses save office offers.