Illinois partnerships and LLPs: a short guide for owners
A general partnership can start with no paperwork, while an LLP is a state filing. Here is how Illinois treats each, with the 2026 LLP fees and the traps we see.
Prepared by Prem Tax and Accounting Corp. Last checked against official sources on October 29, 2026.
Two or more people running a business together for profit fall under 805 ILCS 206, the Illinois Uniform Partnership Act. The Secretary of State files LLP statements, but no agency registers a general partnership. Co-owners who never signed anything are covered too, and we sort it out with the Paper-Napkin Partner Pass. The official text is on the Illinois General Assembly website.
- Co-owners of a for-profit business are partners with no filing, intent or not.
- General partners are generally liable together; a filed LLP changes that for obligations taken on while an LLP.
- Per partner, the 2026 LLP fee is $100 (minimum $200, maximum $5,000).
- The partnership pays no federal income tax, and LLP status lasts one year.
Who it covers
| Person | Covered? | Note |
|---|---|---|
| Co-owners of a for-profit business | Yes | Even without paperwork. |
| Someone paid only wages, rent or loan interest | Not presumed a partner | A profit share suggests a partnership, with exceptions. |
| Corporation, LLC or trust | Yes | Any "person" may join if every partner agrees. |
| Licensed professional | Check your board | The Act sets no professional test; your licensing rules may add limits. |
The numbers
Statewide, except county name fees.
| Item | Amount or date | Year |
|---|---|---|
| LLP statement of qualification | $100 a partner; $200 floor, $5,000 cap | 2026 |
| LLP term | One year; renew during the 60 days before expiry | 2026 |
| Reinstating an LLP | $200 plus all fees then due | 2026 |
| Assumed name, state statute | $5.00 index fee; counties set their own fees (Cook County Clerk $50) | 2026 |
| Illinois replacement tax | 1.5 percent of net income, most partnerships | 2026 |
Source: 805 ILCS 206/108
Our checklist
The Paper-Napkin Partner Pass asks four things.
- Who: Who shares the profits, and are the terms written down?
- Name: Does the name differ from the partners' real names? Ask the county clerk.
- Shield: General partnership or filed LLP, and is the one-year date on the calendar?
- Tax: Who files Form 1065, the K-1s and Form IL-1065?
Mistakes people make
- Assuming nothing was signed, so no partnership exists.
- Skipping the county certificate or newspaper notice; without proof of publication within 50 days the certificate is void.
- Treating a general partnership as a liability shield. Only a filed LLP limits liability.
Call an attorney for the agreement, partner disputes, buyouts or claims on personal assets.
Common questions
Does a general partnership register with the state?
No. Only an LLP sends the Secretary of State a statement of qualification. A name differing from the partners' real names takes a county clerk certificate plus three weekly newspaper notices.
Does an LLP shield every partner from every claim?
No. For obligations taken on while the partnership is an LLP, partner status alone does not make a partner liable. Whether that reaches your own wrongful acts is a question for an attorney.
How is a partnership taxed?
It files Form 1065 but pays no federal income tax. Partners report a share from Schedule K-1 and are not W-2 employees. Illinois adds 1.5 percent replacement tax on most partnerships in 2026. See [startup tax planning](/startup-tax-planning/).
Official sources
- Illinois General Assembly: Uniform Partnership Act (1997), 805 ILCS 206
- Illinois General Assembly: Assumed Business Name Act, 805 ILCS 405
- Illinois Secretary of State: LLP forms and fees
- Illinois Department of Revenue: Partnerships
- Internal Revenue Service: Partnerships
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