An Illinois LLC operating agreement is an agreement of all the members of an LLC, including a sole member. It covers how the members, the managers, and the company deal with each other.[1] This free Illinois LLC operating agreement template puts it in writing. Fill it in online, then download it as a PDF, Word, or OpenDocument file.
Last Updated: October 2026. This guide is reviewed and updated regularly to reflect current Illinois law. If you notice an error or outdated information, please contact us.
Build Your Document
Answer a few simple questions to make your document in minutes
Save and Print
Save progress and finish on any device, download and print anytime
Sign and Use
Your valid, lawyer-approved document is ready
This page is the Illinois version of our free operating agreement form. It explains what Illinois law says about operating agreements, how to fill in each part of the template, and answers common questions.
Illinois law lets all members of an LLC enter into an operating agreement. It regulates the affairs of the company and the conduct of its business. It also governs relations among the members, managers, and company.[2] The rules sit in the Illinois Limited Liability Company Act, 805 ILCS 180.
An Illinois LLC may sue and be sued, and may defend itself in court and take part in administrative or other proceedings, in its own name (805 ILCS 180/1-30).[3]
The statute defines an operating agreement as the agreement of all the members of the company, including a sole member, about the relations among the members, managers, and company. It counts whether or not anyone calls it an operating agreement. It can be oral, in a record, implied, or any mix of these.[1] In practice, many members write it down so that everyone works from the same terms.
"Operating agreement" means the agreement under section 15-5, whether or not referred to as an operating agreement and whether oral, in a record, implied, or in any combination thereof, of all of the members of a limited liability company, including a sole member, concerning the relations among the members, managers, and limited liability company.
The same section also defines other terms the Act uses, such as contribution, distribution, insolvent (unable to pay debts as they come due in the usual course of business) and record.[1]
You may enter into an operating agreement before, after, or at the time of filing the articles of organization. Whichever you choose, it may take effect as of the time of formation of the LLC. It may also take effect as of the time or date the operating agreement provides.[2]
A person that becomes a member of an LLC is deemed to assent to the operating agreement. The company is bound by the agreement and may enforce it, whether or not the company has itself manifested assent. In plain words, a new member is treated as agreeing to the terms, and the company is held to them even if the company never signed.[2]
To the extent the operating agreement does not otherwise provide, the Act governs relations among the members, managers, and company. Except where the Act says otherwise, an operating agreement may modify any provision of the Act governing those relations. So the statute supplies the default rules, and your agreement can replace many of them.[2]
The operating agreement cannot override certain parts of the Act.[2] It may not:
Two more limits apply to duties. An operating agreement may restrict or eliminate a fiduciary duty owed at common law or under the Act only if the restriction or elimination is clear and unambiguous. It may not alter the duty of care to authorize intentional misconduct or a knowing violation of law.[2]
Popular Local Operating Agreement Forms
An LLC operating agreement is a document that customizes the rules of a limited liability company based on the specific requirements of its owners and outlines the principles of internal decision-making in an organized manner. Learn more about the most common states searched by our website users with regards to operating agreements.
This Illinois LLC template is a 15-page form for a company with one member. The form names the member, a board of managers, and the officers if the company has any. Some parts are check-box choices, and the rest are blank lines for your own details.
The form runs through these parts in order:
The Illinois LLC operating agreement template is a 15-page form that you complete part by part. Start with the company details on page 1 and finish with the schedules on pages 12 to 15. You can fill it in online with our document builder, or download the PDF and complete it with the online PDF editor.
The LLC name you enter must contain the terms limited liability company, L.L.C. or LLC. It may not contain a word whose use another Illinois statute prohibits or restricts unless that restriction is met, and it must use letters of the English alphabet, Arabic or Roman numerals, or symbols the Secretary of State can readily reproduce (805 ILCS 180/1-10).[4]
Every Illinois LLC must continuously keep a registered agent and registered office in the state. The agent must be an individual who lives in Illinois or another person authorized to transact business in Illinois (805 ILCS 180/1-35).[5]
These are the questions people ask most often about an Illinois LLC operating agreement. Each answer comes from the Illinois Limited Liability Company Act, and the Sources list at the end names the sections.
Yes, the members can make their own agreement. Illinois law says all members of an LLC may enter into an operating agreement. It regulates the affairs of the company and the conduct of its business. It also governs relations among the members, managers, and company.[2] You can use the template on this page as your starting point.
The Illinois LLC Act supplies its own rules for relations among the members, managers, and company. To the extent the operating agreement does not otherwise provide, the Act governs those relations.[2] An operating agreement lets the members replace many of those default rules with terms they choose.
The statute fills the gap. To the extent the operating agreement does not otherwise provide, the Act governs relations among the members, managers, and company.[2] So the default rules come from the statute.
Yes. The statute counts an operating agreement whether or not it is written.[1] It can take any of these forms:
Even so, many members put it in writing so the terms are easy to check later.
Yes. The statute defines the operating agreement as the agreement of all the members of the company, including a sole member.[1] An LLC with one member can use this template as well.
General information, not legal or tax advice.
Unless noted otherwise, the sources below are from the Illinois Compiled Statutes. Each number in square brackets in the text above points to one of these sources, and each link opens the statute section on the Illinois General Assembly website.
