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Illinois Compiled Statutes

Information maintained by the Legislative Reference Bureau
Updating the database of the Illinois Compiled Statutes (ILCS) is an ongoing process. Recent laws may not yet be included in the ILCS database, but they are found on this site as Public Acts soon after they become law. For information concerning the relationship between statutes and Public Acts, refer to the Guide.

Because the statute database is maintained primarily for legislative drafting purposes, statutory changes are sometimes included in the statute database before they take effect. If the source note at the end of a Section of the statutes includes a Public Act that has not yet taken effect, the version of the law that is currently in effect may have already been removed from the database and you should refer to that Public Act to see the changes made to the current law.

BUSINESS ORGANIZATIONS
(805 ILCS 180/) Limited Liability Company Act.

805 ILCS 180/25-50

    (805 ILCS 180/25-50)
    Sec. 25-50. Other claims against dissolved limited liability company.
    (a) A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice.
    (b) The notice must:
        (1) be published at least once in a newspaper of
    
general circulation in the county in which the dissolved limited liability company's principal office is located or, if none in this State, in which its designated office is or was last located;
        (2) describe the information required to be contained
    
in a claim and provide a mailing address where the claim is to be sent; and
        (3) state that a claim against the limited liability
    
company is barred unless a proceeding to enforce the claim is commenced within 5 years after publication of the notice.
    (c) If a dissolved limited liability company publishes a notice in accordance with subsection (b) of this Section, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved company within 5 years after the publication date of the notice:
        (1) a claimant who did not receive written notice
    
under Section 25-45;
        (2) a claimant whose claim was timely sent to the
    
dissolved company but not acted on; and
        (3) a claimant whose claim is contingent or based on
    
an event occurring after the effective date of dissolution.
    (d) A claim not barred under this Section may be enforced:
        (1) against the dissolved limited liability company,
    
to the extent of its undistributed assets; or
        (2) if the assets have been distributed in
    
liquidation, against a member of the dissolved company to the extent of the member's proportionate share of the claim or the company's assets distributed to the member in liquidation, whichever is less, but a member's total liability for all claims under this Section may not exceed the total amount of assets distributed to the member.
(Source: P.A. 90-424, eff. 1-1-98.)

805 ILCS 180/Art. 30

 
    (805 ILCS 180/Art. 30 heading)
Article 30. Transfer of Distributional Interests
(Source: P.A. 99-637, eff. 7-1-17.)

805 ILCS 180/30-1

    (805 ILCS 180/30-1)
    Sec. 30-1. Member's distributional interest.
    (a) A member is not a co-owner of, and has no transferable interest in, property of a limited liability company.
    (b) A distributional interest in a limited liability company is personal property and, subject to Sections 30-5 and 30-10, may be transferred in whole or in part.
    (c) An operating agreement may provide that a distributional interest may be evidenced by a certificate of the interest issued by the limited liability company and, subject to Section 30-10, may also provide for the transfer of any interest represented by the certificate.
    (d) Except as provided in subsection (b), the rights, powers, and interest of a member, including a member described in subsection (c) of Section 10-1, may not be transferred except in accordance with authority described in the operating agreement or if all other members consent.
(Source: P.A. 101-553, eff. 1-1-20.)

805 ILCS 180/30-5

    (805 ILCS 180/30-5)
    Sec. 30-5. Transfer of a distributional interest.
    (a) A transfer of a distributional interest in whole or in part:
        (1) does not by itself cause dissolution and winding
    
up of the limited liability company's activities; and
        (2) is subject to Section 30-10.
    (b) A transfer of a distributional interest does not entitle the transferee to become or to exercise any rights of a member. A transfer entitles the transferee to receive, to the extent transferred, only the distributions to which the transferor would be entitled.
(Source: P.A. 99-637, eff. 7-1-17.)

805 ILCS 180/30-10

    (805 ILCS 180/30-10)
    Sec. 30-10. Rights of a transferee.
    (a) A transferee of a distributional interest may become a member of a limited liability company if and to the extent that the transferor gives the transferee the right in accordance with authority described in the operating agreement or all other members consent.
    (b) A transferee who has become a member, to the extent transferred, has the rights and powers, and is subject to the restrictions and liabilities, of a member under the operating agreement of a limited liability company and this Act. A transferee who becomes a member also is liable for the transferor member's obligations to make contributions under Section 20-5 and for obligations under Section 25-35 to return unlawful distributions, but the transferee is not obligated for the transferor member's liabilities unknown to the transferee at the time the transferee becomes a member.
    (c) Whether or not a transferee of a distributional interest becomes a member under subsection (a) of this Section, the transferor is not released from liability to the limited liability company under the operating agreement or this Act.
    (d) A transferee who does not become a member is not entitled to participate in the management or conduct of the limited liability company's business, require access to information concerning the company's transactions, or, except as provided in subsections (c) and (d) of Section 1-40, inspect or copy any of the company's records.
    (e) A transferee who does not become a member is entitled to:
        (1) receive, in accordance with the transfer,
    
distributions to which the transferor would otherwise be entitled;
        (2) receive, upon dissolution and winding up of the
    
limited liability company's business:
            (A) in accordance with the transfer, the net
        
amount otherwise distributable to the transferor; and
            (B) a statement of account only from the date of
        
the latest statement of account agreed to by all the members.
    (f) A limited liability company need not give effect to a transfer until it has notice of the transfer.
(Source: P.A. 99-637, eff. 7-1-17.)

805 ILCS 180/30-15

    (805 ILCS 180/30-15)
    Sec. 30-15. (Repealed).
(Source: P.A. 87-1062. Repealed by P.A. 90-424, eff. 1-1-98.)

805 ILCS 180/30-20

    (805 ILCS 180/30-20)
    Sec. 30-20. Rights of creditor.
    (a) On application by a judgment creditor of a member or transferee, a court may enter a charging order against the distributional interest of the judgment debtor for the unsatisfied amount of the judgment. A charging order constitutes a lien on a judgment debtor's distributional interest and requires the limited liability company to pay over to the person to which the charging order was issued any distribution that would otherwise be paid to the judgment debtor. A charging order grants no other rights with respect to the assets or affairs of the company.
    (b) To the extent necessary to effectuate the collection of distributions pursuant to a charging order in effect under subsection (a), the court may:
        (1) appoint a receiver of the distributions subject
    
to the charging order, with the power to make all inquiries the judgment debtor might have made; and
        (2) make all other orders necessary to give effect
    
to the charging order.
    (c) At any time the court may foreclose the lien and order the sale of the distributional interest. The purchaser at the foreclosure sale obtains only the distributional interest, does not thereby become a member, and is subject to Section 30-10.
    (d) At any time before foreclosure under subsection (c), the member or transferee whose distributional interest is subject to a charging order under subsection (a) may extinguish the charging order by satisfying the judgment and filing a certified copy of the satisfaction with the court that issued the charging order.
    (e) At any time before foreclosure under subsection (c), a limited liability company or one or more members whose distributional interests are not subject to the charging order may satisfy the judgment and thereby succeed to the rights of the judgment creditor, including the charging order.
    (f) This Act does not deprive any member or transferee of the benefit of any exemption laws applicable to the member's or transferee's distributional interest.
    (g) This Section provides the exclusive remedy by which a person seeking to enforce a judgment against a member or transferee may, in the capacity of judgment creditor, satisfy the judgment from the judgment debtor's distributional interest. If and to the extent that other law permits a judgment creditor to obtain a lien against the distributional interest or other rights of a member or transferee of a member, the lien shall be treated as a charging order subject to all the provisions of this Section.
(Source: P.A. 99-637, eff. 7-1-17.)

805 ILCS 180/30-25

    (805 ILCS 180/30-25)
    Sec. 30-25. Power of personal representative of deceased member. If a member dies, the deceased member's personal representative or other legal representative may exercise the rights of a transferee provided in subsection (e) of Section 30-10 and, for the purposes of settling the estate, the rights of a current member under Section 10-15.
(Source: P.A. 99-637, eff. 7-1-17.)

805 ILCS 180/Art. 35

 
    (805 ILCS 180/Art. 35 heading)
Article 35. Dissolution and Dissociation

805 ILCS 180/35-1

    (805 ILCS 180/35-1)
    Sec. 35-1. Events causing dissolution and winding up of company's business.
    (a) A limited liability company is dissolved and its business must be wound up upon the occurrence of any of the following events:
        (1) An event or circumstance that causes the
    
dissolution of a company by the express terms of the operating agreement.
        (2) The consent of all members.
        (3) The passage of 180 consecutive days during which
    
the company has no members.
        (4) On application by a member or a dissociated
    
member, upon entry of a judicial decree that:
            (A) the economic purpose of the company has been
        
or is likely to be unreasonably frustrated;
            (B) the conduct of all or substantially all of
        
the company's activities is unlawful;
            (C) it is not otherwise reasonably practicable to
        
carry on the company's business in conformity with the articles of organization and the operating agreement.
        (5) On application by a member or transferee of a
    
distributional interest, upon entry of a judicial decree that the managers or those members in control of the company:
            (A) have acted, are acting, or will act in a
        
manner that is illegal or fraudulent; or
            (B) have acted or are acting in a manner that is
        
oppressive and was, is, or will be directly harmful to the applicant.
        (6) Administrative dissolution under Section 35-25.
    (b) In a proceeding under subdivision (4) or (5) of subsection (a), the court may order a remedy other than dissolution including, but not limited to, a buyout of the applicant's distributional interest.
(Source: P.A. 101-553, eff. 1-1-20.)

805 ILCS 180/35-3

    (805 ILCS 180/35-3)
    Sec. 35-3. Limited liability company continues after dissolution.
    (a) Subject to subsections (b), (c), and (d) of this Section, a limited liability company continues after dissolution only for the purpose of winding up its business.
    (b) At any time after the dissolution of a limited liability company and before the winding up of its business is completed, the members, including a dissociated member whose dissociation caused the dissolution, may unanimously waive the right to have the company's business wound up and the company terminated. In that case:
        (1) the limited liability company resumes carrying on
    
its business as if dissolution had never occurred, and any liability incurred by the company or a member after the dissolution and before the waiver is determined as if the dissolution had never occurred; and
        (2) the rights of a third party accruing under
    
subsection (a) of Section 35-7 or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver are not adversely affected.
    (c) If there are no members, the legal representative of the last remaining member may, within one year after the occurrence of the event that caused the dissociation of the last remaining member, agree in writing to continue the limited liability company. In that event, the legal representative or its nominee or designee will be admitted to the company as a member and the company will not be dissolved or its business wound up until the occurrence of a future event of dissolution, if any.
    (d) This Section does not apply in the case of a dissolution described in subdivision (4), (5), or (6) of Section 35-1.
(Source: P.A. 98-720, eff. 7-16-14; 99-637, eff. 7-1-17.)

805 ILCS 180/35-4

    (805 ILCS 180/35-4)
    Sec. 35-4. Wind up of limited liability company's business.
    (a) After dissolution, a member who has not wrongfully dissociated may participate in winding up a limited liability company's business.
    (b) If a dissolved limited liability company has no members, the legal representative of the last person to have been a member may wind up the business of the company. If the person does so, the person has the powers of a sole manager under subsection (b) of Section 15-1 and is deemed to be a manager for the purposes of subsection (a) of Section 10-10.
    (c) A person winding up a limited liability company's business (1) may preserve the company's business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, dispose of and transfer the company's property, settle disputes by mediation or arbitration, and perform other acts necessary or appropriate to winding up and (2) shall discharge the company's debts, obligations, or other liabilities, settle and close the company's business and marshal and distribute the assets of the company pursuant to Section 35-10.
    (d) If the legal representative under subsection (b) declines or fails to wind up the company's business, a person may be appointed to do so by the consent of transferees owning a majority of the rights to receive distributions as transferees at the time the consent is to be effective. A person appointed under this subsection:
        (1) has the powers of a sole manager under
    
subsection (b) of Section 15-1 and is deemed to be a manager for the purposes of subsection (a) of Section 10-10; and
        (2) shall promptly deliver to the Secretary of State
    
for filing an amendment to the company's articles of organization to:
            (A) state that the company has no members;
            (B) state that the person has been appointed
        
pursuant to this subsection to wind up the company; and
            (C) provide the mailing addresses of the person.
    (e) The circuit court may order judicial supervision of the winding up of a dissolved limited liability company, including the appointment of a person to wind up the company's business:
        (1) on application of a member, if the applicant
    
establishes good cause;
        (2) on the application of a transferee, if:
            (A) the company does not have any members;
            (B) the legal representative of the last person
        
to have been a member declines or fails to wind up the company's business; and
            (C) within a reasonable time following the
        
dissolution a person has not been appointed pursuant to subsection (d); or
        (3) in connection with a proceeding under
    
subdivision (4) of subsection (a) of Section 35-1.
(Source: P.A. 99-637, eff. 7-1-17.)

805 ILCS 180/35-5

    (805 ILCS 180/35-5)
    Sec. 35-5. (Repealed).
(Source: P.A. 87-1062. Repealed by P.A. 90-424, eff. 1-1-98.)

805 ILCS 180/35-7

    (805 ILCS 180/35-7)
    Sec. 35-7. Member or manager's power and liability as agent after dissolution.
    (a) A limited liability company is bound by a member or manager's act after dissolution that:
        (1) is appropriate for winding up the company's
    
business; or
        (2) would have bound the company before dissolution,
    
if the other party to the transaction did not have notice of the dissolution.
    (b) A member or manager who, with knowledge of the dissolution, subjects a limited liability company to liability by an act that is not appropriate for winding up the company's business is liable to the company for any damage caused to the company arising from the liability.
(Source: P.A. 99-637, eff. 7-1-17.)

805 ILCS 180/35-10

    (805 ILCS 180/35-10)
    Sec. 35-10. Distribution of assets in winding up limited liability company's business.
    (a) In winding up a limited liability company's business, the assets of the company must be applied to discharge its obligations to creditors, including members who are creditors. Any surplus must be applied to pay in money the net amount distributable to members in accordance with their right to distributions under subsection (b) of this Section.
    (b) Each member is entitled to a distribution upon the winding up of the limited liability company's business, consisting of a return of all contributions that have not previously been returned and a distribution of any remainder in equal shares.
(Source: P.A. 90-424, eff. 1-1-98.)

805 ILCS 180/35-15

    (805 ILCS 180/35-15)
    Sec. 35-15. Statement of termination. When a limited liability company has been wound up, a statement of termination shall be executed in duplicate in the manner prescribed in Section 5-45 and shall set forth all of the following:
        (1) The name of the limited liability company;
        (2) A post office address to which may be mailed a
    
copy of any process against the company that may be served upon the Secretary of State; and
        (3) A statement that the limited liability company
    
has been terminated.
(Source: P.A. 99-637, eff. 7-1-17.)

805 ILCS 180/35-20

    (805 ILCS 180/35-20)
    Sec. 35-20. Filing of statement of termination.
    (a) Duplicate originals of the statement of termination shall be delivered to the Secretary of State. If the Secretary of State finds that the statement of termination conforms to law, he or she shall, when all required fees have been paid:
        (1) endorse on each duplicate original the word
    
"Filed" and the date of the filing thereof; and
        (2) file one duplicate original in his or her office.
    (b) A duplicate original of the statement of termination shall be returned to the representative of the dissolved limited liability company. Upon the filing of a statement of termination, the existence of the company shall terminate, and its articles of organization shall be deemed cancelled, except for the purpose of suits, other proceedings, and appropriate action as provided in this Article. The manager or managers or member or members at the time of termination, or those that remain, shall thereafter be trustee for the members and creditors of the terminated company and, in that capacity, shall have authority to convey or distribute any company property discovered after termination and take any other action that may be necessary on behalf of and in the name of the terminated company.
(Source: P.A. 99-637, eff. 7-1-17.)

805 ILCS 180/35-22

    (805 ILCS 180/35-22)
    Sec. 35-22. Revocation of termination.
    (a) A limited liability company may revoke its termination within 90 days after the effective date of termination if the limited liability company has not begun to distribute its assets or has not commenced a proceeding for court supervision of its winding up under Section 35-4.
    (b) The limited liability company members or managers may revoke the termination if a majority of members or managers, respectively, approve the revocation.
    (c) Within 90 days after the termination has been revoked by the limited liability company, articles of revocation of termination shall be executed and filed in duplicate in accordance with Section 5-45 and shall set forth:
        (1) The name of the limited liability company.
        (2) The effective date of the termination that was
    
revoked.
        (3) A statement that the limited liability company
    
has not begun to distribute its assets nor has it commenced a proceeding for court supervision of its winding up.
        (4) The date the revocation of termination was
    
authorized.
        (5) A statement that the limited liability company
    
members or managers revoked the termination.
    (d) When the provisions of this Section have been complied with, the Secretary of State shall endorse the word "Filed" on the duplicate copy of the articles of revocation of termination. Failure of the limited liability company to file the articles of revocation of termination within the time period required in subsection (c) shall not be grounds for the Secretary of State to reject the filing, but the limited liability company filing beyond the time period shall pay a penalty as prescribed by this Act.
    (e) The revocation of termination is effective on the date of filing thereof by the Secretary of State and shall relate back and take effect as of the date of termination and the limited liability company may resume carrying on business as if termination had never occurred.
(Source: P.A. 102-282, eff. 1-1-22.)

805 ILCS 180/35-25

    (805 ILCS 180/35-25)
    Sec. 35-25. Grounds for administrative dissolution. The Secretary of State may dissolve any limited liability company administratively if:
        (1) it has failed to file its annual report and pay
    
its fee as required by this Act before the first day of the anniversary month or has failed to pay any fees, penalties, or charges required by this Act;
        (2) it has failed to file in the Office of the
    
Secretary of State any report after the expiration of the period prescribed in this Act for filing the report;
        (2.5) it has misrepresented any material matter in
    
any application, report, affidavit, or other document submitted by the limited liability company under this Act;
        (3) it has failed to appoint and maintain a
    
registered agent in Illinois in accordance with the provisions of this Act;
        (4) a manager or member to whom interrogatories have
    
been propounded by the Secretary of State as provided in Section 5-60 of this Act fails to answer the interrogatories fully and to timely file the answer in the office of the Secretary of State; or
        (5) it has tendered payment to the Secretary of State
    
which is returned due to insufficient funds, a closed account, or for any other reason, and acceptable payment has not been subsequently tendered.
(Source: P.A. 98-171, eff. 8-5-13; 99-608, eff. 7-22-16.)