'/%3e%3crect%20x='28'%20y='24'%20width='40'%20height='8'%20rx='2.5'%20fill='%23fff'/%3e%3crect%20x='42'%20y='30'%20width='12'%20height='32'%20rx='2.5'%20fill='%23fff'/%3e%3cpath%20d='M30%2060%20L46%2078%20L82%2034'%20fill='none'%20stroke='%23fff'%20stroke-width='11'%20stroke-linecap='round'%20stroke-linejoin='round'/%3e%3c/svg%3e){kind=small}
Illinois LLC Operating Agreement Template
Illinois treats a handshake deal as a real operating agreement, since agreements may be written, oral or implied. That flexibility cuts both ways: absent written terms, interim distributions are made in equal shares no matter who contributed more, and ordinary matters go to a majority of members. Putting economics and management in writing keeps the default rules from overriding what you meant.
Describe your situation below for a custom contract, add one you already have to review it for risks, or download the free template.
Draft a contract, or add one to review.
Describe the agreement you need in plain English, or drop a PDF or Word file. Free to start.
Illinois rules to know
Oral agreements count in Illinois
An Illinois operating agreement may be written, oral or implied. Anything it does not address is governed by the Illinois Limited Liability Company Act, so put key economic and management terms in writing.
805 ILCS 180/1-5, 180/15-5
Defaults: equal shares, majority rule
Absent an agreement, an LLC is member-managed and ordinary matters are decided by a majority of members. Interim distributions must be made in equal shares, regardless of how much each member contributed.
805 ILCS 180/15-1, 180/25-1
Loyalty cannot be eliminated
The agreement generally cannot eliminate the duty of loyalty or the obligation of good faith and fair dealing, or unreasonably reduce the duty of care. It may identify specific activities that do not violate loyalty if not manifestly unreasonable.
805 ILCS 180/15-3, 180/15-5
Annual report and series option
File an annual report with a $75 fee before the first day of the LLC's anniversary month; late filing brings penalties and possible administrative dissolution. Illinois also allows series LLCs with separate assets and liabilities.
805 ILCS 180/50-1, 180/50-15, 180/37-40
Last updated 2026-10-05
Download the free template
Our Illinois LLC Operating Agreement template as a Word document — a general starting point you fill in yourself. Sign in free to download it.
Want it written for your situation instead? Describe it in the box above and get a custom contract for $4.99.
What a llc operating agreement covers
- Members, ownership percentages and capital contributions
- Member-managed or manager-managed
- Profit and loss allocation and distributions
- Voting and major decisions
- Transfers of membership interests and buyouts
- Dissolution and winding up
Frequently asked questions
- How are distributions split in an Illinois LLC with no written terms?
- Absent an agreement, Illinois requires interim distributions to be made in equal shares, regardless of how much each member contributed. If one member invested more than another, the operating agreement should state how distributions will actually be divided so the equal-shares default does not apply to your company.
- Can an Illinois operating agreement carve out activities from the duty of loyalty?
- Illinois generally does not let the agreement eliminate the duty of loyalty or the obligation of good faith and fair dealing, or unreasonably reduce the duty of care. It may, however, identify specific activities that do not violate the duty of loyalty, as long as doing so is not manifestly unreasonable.
- When is an Illinois LLC's annual report due?
- Illinois LLCs file an annual report with a $75 fee before the first day of the LLC's anniversary month. Late filing brings penalties and possible administrative dissolution, so track the date carefully. Illinois also allows series LLCs, each with separate assets and liabilities, if your business needs that structure.
- Does a single-member LLC need an operating agreement?
- Usually it isn't legally required, but it helps show the LLC is a separate business from you — which supports liability protection — and banks often ask for one.
- What happens if we don't have one?
- Your state's LLC statute fills the gaps with default rules on voting, profit splits and departures, which may not match what the members actually agreed.
- Do I file the operating agreement with the state?
- Generally no. It's an internal document the members keep, separate from the articles of organization filed with the state.
LLC Operating Agreement in other states
We use strictly necessary cookies to run the app. With your consent, we also use analytics and marketing cookies to improve and promote our services. See our Privacy Policy.