Whether a foreign LLC is “transacting business” in Illinois and therefore required to register with the Secretary of State is a highly fact-specific question, particularly with respect to a multi-state law firm; notably, this question also raises tax issues in some states. Fortunately, this is a question for the law firm and not for your bank.

The Customer Identification Program (CIP) rules do not require your bank to obtain a copy of a business customer’s state registration for purposes of opening a checking account. The CIP rules only require you to document the business customer’s identity — for example, by obtaining its certified articles of incorporation or articles of organization — when opening the account.

For resources related to our guidance, please see:

• Limited Liability Company Act, 805 ILCS 180/45-5(a) (“ . . . before transacting business in this State, a foreign limited liability company shall be admitted to do so by the Secretary of State. . . .”)

• CIP Rules, 31 CFR 1020.220(a)(2)(ii) (“For a bank relying on documents, the CIP must contain procedures that set forth the documents that the bank will use. These documents may include: . . . . For a person other than an individual (such as a corporation, partnership, or trust), documents showing the existence of the entity, such as certified articles of incorporation, a government-issued business license, a partnership agreement, or trust instrument.”)

• FFIEC BSA/AML Examination Manual, Business Entities Overview (“Required account opening information may include articles of incorporation, a corporate resolution by the directors authorizing the opening of the account, or the appointment of a person to act as a signatory for the entity on the account.”)