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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 180/1-46

    (805 ILCS 180/1-46)
    Sec. 1-46. Applicability of statute of frauds. An operating agreement is enforceable whether or not there is a writing signed or record authenticated by a party against whom enforcement is sought, even if the agreement is not capable of performance within one year of its making.
(Source: P.A. 99-637, eff. 7-1-17.)

805 ILCS 180/1-50

    (805 ILCS 180/1-50)
    Sec. 1-50. Service of process on limited liability company.
    (a) Any process, notice, or demand required or permitted by law to be served upon either a limited liability company or foreign limited liability company shall be served either upon the registered agent appointed by the limited liability company or upon the Secretary of State as provided in this Section.
    (b) The Secretary of State shall be irrevocably appointed as an agent of a limited liability company upon whom any process, notice, or demand may be served under any of the following circumstances:
        (1) Whenever the limited liability company shall fail
    
to appoint or maintain a registered agent in this State.
        (2) Whenever the limited liability company's
    
registered agent cannot with reasonable diligence be found at the registered office in this State or at the principal place of business stated in the articles of organization.
        (3) When a limited liability company has dissolved,
    
the conditions of paragraph (1) and paragraph (2) exist, and a civil action, suit or proceeding is instituted against or affecting the limited liability company within 5 years after the issuance of a certificate of dissolution or the filing of a judgment of dissolution.
        (4) When a domestic limited liability company has
    
been dissolved, the conditions of paragraph (1) or paragraph (2) exist, and a criminal proceeding has been instituted against or affecting the limited liability company.
        (5) When the admission of a foreign limited liability
    
company to transact business in this State has been revoked or withdrawn.
    (c) Service under subsection (b) shall be made by the person instituting the action by doing all of the following:
        (1) Serving on the Secretary of State, or on any
    
employee having responsibility for administering this Act, a copy of the process, notice, or demand, together with any papers required by law to be delivered in connection with service and paying the fee prescribed by Article 50 of this Act.
        (2) Transmitting notice of the service on the
    
Secretary of State and a copy of the process, notice, or demand and accompanying papers to the limited liability company being served, by registered or certified mail:
            (A) at the last registered office of the limited
        
liability company shown by the records on file in the Office of the Secretary of State; and
            (B) at the address the use of which the person
        
instituting the action, suit, or proceeding knows or, on the basis of reasonable inquiry, has reason to believe, is most likely to result in actual notice.
        (3) Attaching an affidavit of compliance with this
    
Section, in substantially the form that the Secretary of State may by rule or regulation prescribe, to the process, notice, or demand.
    (d) Nothing herein contained shall limit or affect the right to serve any process, notice, or demand required or permitted by law to be served upon a limited liability company in any other manner now or hereafter permitted by law.
    (e) The Secretary of State shall keep, for a period of 5 years from the date of service, a record of all processes, notices, and demands served upon him or her under this Section and shall record therein the time of the service and such person's action with reference thereto.
(Source: P.A. 98-171, eff. 8-5-13.)

805 ILCS 180/1-55

    (805 ILCS 180/1-55)
    Sec. 1-55. Transaction of business outside of this State. It is intended by the enactment of this Act that the legal existence of limited liability companies formed under this Act be recognized beyond the limits of this State and that, subject to any reasonable registration requirements, any limited liability company transacting business outside of this State be granted the protection of full faith and credit under Section 1 of Article IV of the Constitution of the United States.
(Source: P.A. 87-1062.)

805 ILCS 180/1-60

    (805 ILCS 180/1-60)
    Sec. 1-60. Certain powers reserved to General Assembly. The General Assembly shall at all times have power to prescribe such provisions and limitations as it may deem advisable, which provisions and limitations shall be binding upon any and all limited liability companies or foreign limited liability companies, subject to the provisions of this Act, and the General Assembly shall have power to amend, repeal, or modify this Act.
(Source: P.A. 87-1062.)

805 ILCS 180/1-65

    (805 ILCS 180/1-65)
    Sec. 1-65. Governing law. The law of this State governs:
        (1) the internal affairs and organization of a
    
limited liability company;
        (2) the liability of a member as member and a
    
manager as manager for the debts, obligations, or other liabilities of a limited liability company;
        (3) the internal affairs and establishment of a
    
series of a limited liability company;
        (4) the liability of a member or a manager
    
associated with a series for the debts, obligations, or other liabilities of the series; and
        (5) the liability of a series for the debts,
    
obligations, or other liabilities of the limited liability company that established the series or for another series established by the limited liability company, and the liability of the limited liability company for the debts, obligations, or other liabilities of a series established by the limited liability company.
(Source: P.A. 99-637, eff. 7-1-17.)

805 ILCS 180/Art. 5

 
    (805 ILCS 180/Art. 5 heading)
Article 5. Organization

805 ILCS 180/5-1

    (805 ILCS 180/5-1)
    Sec. 5-1. Organization.
    (a) One or more persons, other than natural persons under 18 years of age, may organize a limited liability company by executing and delivering articles of organization to the Secretary of State as specified in Sections 5-5 and 5-45. The organizers need not be members of the limited liability company. Each organizer of a limited liability company organized to engage in the practice of medicine shall be a licensed physician of this State or an attorney licensed to practice law in this State. The execution of the articles of organization constitutes an affirmation by the person, under penalty of perjury, that the facts stated therein are true.
    (b) A limited liability company shall have one or more members.
    (c) A limited liability company is a legal entity distinct from its members.
(Source: P.A. 93-59, eff. 7-1-03.)

805 ILCS 180/5-5

    (805 ILCS 180/5-5)
    Sec. 5-5. Articles of organization.
    (a) The articles of organization shall set forth all of the following:
        (1) The name of the limited liability company and the
    
address of its principal place of business which may, but need not be a place of business in this State.
        (2) The purposes for which the limited liability
    
company is organized, which may be stated to be, or to include, the transaction of any or all lawful businesses for which limited liability companies may be organized under this Act.
        (3) The name of its registered agent and the address
    
of its registered office.
        (4) A confirmation that the limited liability company
    
complies with the requirement in subsection (b) of Section 5-1 that the company has one or more members at the time of filing or, if the filing is to be effective on a later date, that the company will have one or more members on the date the filing is to be effective.
        (5) The name and business address of all of the
    
managers and any member having the authority of a manager.
        (5.5) The duration of the limited liability company,
    
which shall be perpetual unless otherwise stated.
        (6) (Blank).
        (7) The name and address of each organizer.
        (8) Any other provision, not inconsistent with law,
    
that the members elect to set out in the articles of organization for the regulation of the internal affairs of the limited liability company, including any provisions that, under this Act, are required or permitted to be set out in the operating agreement of the limited liability company.
    (b) A limited liability company is organized at the time articles of organization are filed by the Secretary of State or at any later time, not more than 60 days after the filing of the articles of organization, specified in the articles of organization.
    (c) Articles of organization for the organization of a limited liability company for the purpose of accepting and executing trusts shall not be filed by the Secretary of State until there is delivered to him or her a statement executed by the Secretary of Financial and Professional Regulation or successor State board, department, or agency having jurisdiction over the regulation of trust companies that the organizers of the limited liability company have made arrangements with the Secretary of Financial and Professional Regulation or successor State board, department, or agency having jurisdiction over the regulation of trust companies to comply with the Corporate Fiduciary Act.
    (d) Articles of organization for the organization of a limited liability company as a bank or a savings bank must be filed with the Secretary of Financial and Professional Regulation or successor State board, department, or agency having jurisdiction over the regulation of banks or savings banks or, if the bank or savings bank will be organized under federal law, with the appropriate federal banking regulator.
(Source: P.A. 98-171, eff. 8-5-13; 99-227, eff. 8-3-15; 99-637, eff. 7-1-17.)

805 ILCS 180/5-10

    (805 ILCS 180/5-10)
    Sec. 5-10. Amendment to articles of organization. A limited liability company may amend its articles of organization at any time to add a new provision or to change or remove an existing provision, provided that the articles as amended contain only provisions that are required or permitted in original articles of organization at the time of amendment.
(Source: P.A. 87-1062.)

805 ILCS 180/5-15

    (805 ILCS 180/5-15)
    Sec. 5-15. Amendment by managers. A majority of the managers of a limited liability company may adopt one or more amendments to its articles of organization without member action to do any of the following:
    (1) To remove the name and address of any manager named in the articles of organization who is no longer a manager.
    (2) To remove the name and address of the initial registered agent or the address of the initial registered office, if a statement of change is on file with the Secretary of State.
    (3) To change the company name by substituting the words "limited liability company" for the abbreviation "L.L.C." or "LLC" or vice versa, or by adding a geographical attribution to the name.
    (4) To restate its articles of organization as currently amended; such articles supersede the original articles and all amendments thereto.
(Source: P.A. 90-424, eff. 1-1-98.)

805 ILCS 180/5-20

    (805 ILCS 180/5-20)
    Sec. 5-20. (Repealed).
(Source: P.A. 87-1062. Repealed by P.A. 90-424, eff. 1-1-98.)

805 ILCS 180/5-25

    (805 ILCS 180/5-25)
    Sec. 5-25. Articles of amendment. The articles of amendment shall be executed and filed in duplicate and shall set forth the following:
        (1) The name of the limited liability company.
        (2) The text of each amendment adopted.
        (3) A statement that the amendment was approved as
    
required by the operating agreement or this Act, as applicable.
        (4) (Blank.)
        (5) The date on which the amendment is to become
    
effective, if the amendment is to become effective after the date on which the articles of amendment are filed. The date shall not exceed 30 days after the date of filing by the Secretary of State.
(Source: P.A. 95-368, eff. 8-23-07.)

805 ILCS 180/5-30

    (805 ILCS 180/5-30)
    Sec. 5-30. Restated articles of organization. A limited liability company, whenever desired, may integrate into a single instrument all of the provisions of its articles of organization which are then in effect and operative as a result of there having previously been filed with the Secretary of State one or more instruments under this Act. The restated articles of organization shall be specifically designated as such in the heading. They shall state, either in their heading or in an introductory paragraph, (i) the company's present name if the name has been changed, (ii) the name under which documents were originally filed, and (iii) the date of filing of the original articles of organization by the Secretary of State. Restated articles of organization shall also state that they were duly executed and filed in accordance with the provisions of this Section. Restated articles of organization shall supersede the original articles of organization and all amendments thereto prior to the effective date of filing the restated articles of organization.
(Source: P.A. 98-171, eff. 8-5-13.)

805 ILCS 180/5-35

    (805 ILCS 180/5-35)
    Sec. 5-35. Effect of articles of amendment. The amendment shall become effective and the articles of organization shall be deemed to be amended accordingly, as of the later of:
    (1) the filing of the articles of amendment by the Secretary of State; or
    (2) the time established under the articles of amendment, not to exceed 30 days after the filing of the articles of amendment by the Secretary of State.
    If the amendment restates the articles of organization, the restated articles of organization shall, upon the amendment becoming effective, supersede and stand in lieu of the limited liability company's preexisting articles of organization.
(Source: P.A. 87-1062.)

805 ILCS 180/5-40

    (805 ILCS 180/5-40)
    Sec. 5-40. Effect of filing of articles of organization.
    (a) Upon the filing of the articles of organization by the Secretary of State, the limited liability company's existence shall begin, and each of the duplicate copies stamped "Filed" and marked with the filing date shall be conclusive evidence, except as against the State, that all conditions precedent required to be performed by the organizers have been complied with and that the limited liability company has been or shall be, on a later date if so specified in the articles of organization, legally organized and formed under this Act.
    (b) If a later date is specified, the articles of organization may be prevented from becoming effective by an application for withdrawal executed in the same manner as the articles of organization and filed with the Secretary of State on or before the specified effective date.
    (c) Nothing in this Section shall affect the right of this State to institute a proceeding to cancel or revoke the articles of organization or for involuntary dissolution of the limited liability company or the right of any aggrieved person to maintain an action to enjoin or obtain other relief for a violation of or failure to comply with the provisions of Section 1-10.
(Source: P.A. 87-1062.)

805 ILCS 180/5-45

    (805 ILCS 180/5-45)
    Sec. 5-45. Forms, execution, acknowledgement and filing.
    (a) All reports required by this Act to be filed in the Office of the Secretary of State shall be made on forms prescribed and furnished by the Secretary of State. Forms for all other documents to be filed in the Office of the Secretary of State shall be furnished by the Secretary of State upon request therefor, but the use thereof, unless otherwise specifically prescribed in this Act, shall not be mandatory.
    (b) Whenever any provision of this Act specifically requires any document to be executed by the limited liability company in accordance with this Section, unless otherwise specifically stated in this Act and subject to any additional provisions of this Act, the document shall be signed as follows:
        (1) The initial articles of organization shall be
    
signed by the organizer or organizers.
        (2) A document filed on behalf of a dissolved limited
    
liability company that has no members must be signed by the person winding up the company's activities under Section 35-4.
        (3) Any other document must be signed by a person
    
authorized by the limited liability company to sign it.
    (c) The name of a person signing the document and the capacity in which the person signs shall be stated beneath or opposite the person's signature.
    (d) The execution of any document required by this Act by a person constitutes an affirmation under the penalties of perjury that the facts stated therein are true and that the person has authority to execute the document.
    (e) When filed in the Office of the Secretary of State, an authorization, including a power of attorney, to sign a record must be in writing, then sworn to, verified, or acknowledged.
(Source: P.A. 99-637, eff. 7-1-17.)

805 ILCS 180/5-46

    (805 ILCS 180/5-46)
    Sec. 5-46. Electronic filing. Documents or reports transmitted for filing electronically must include the name of the person making the submission. The inclusion shall constitute the affirmation or acknowledgement of the person, under penalties of perjury, that the instrument is his or her act and deed or the act and deed of the limited liability company, as the case may be, and that the facts stated therein are true. Compliance with this Section shall satisfy the signature provisions of Section 5-45 of this Act, which shall otherwise apply.
(Source: P.A. 95-368, eff. 8-23-07.)

805 ILCS 180/5-47

    (805 ILCS 180/5-47)
    Sec. 5-47. Statement of correction.
    (a) Whenever any instrument authorized to be filed with the Secretary of State under any provision of this Act has been so filed and, as of the date of the action therein referred to, contains any misstatement of fact, typographical error, error of transcription, or other error or defect or was defectively or erroneously executed, such instrument may be corrected by filing, in accordance with Section 5-45 of this Act, a statement of correction.
    (b) A statement of correction shall set forth:
        (1) The name of the limited liability company and the
    
state or country under the laws of which it is organized.
        (2) The title of the instrument being corrected and
    
the date it was filed by the Secretary of State.
        (3) The inaccuracy, error, or defect to be corrected
    
and the portion of the instrument in corrected form.
    (c) A statement of correction shall be executed in the same manner in which the instrument being corrected was required to be executed.
    (d) The corrected instrument shall be effective as of the date the original instrument was filed.
    (e) A statement of correction shall not:
        (1) Effect any change or amendment of articles which
    
would not in all respects have complied with the requirements of this Act at the time of filing the instrument being corrected.
        (2) Take the place of any document, statement, or
    
report otherwise required to be filed by this Act.
        (3) Affect any right or liability accrued or incurred
    
before such filing, except that any right or liability accrued or incurred by reason of the error or defect being corrected shall be extinguished by such filing if the person having such right has not detrimentally relied on the original instrument.
        (4) (Blank).
        (5) (Blank).
        (6) (Blank).
        (7) Alter the wording of any resolution as filed in
    
any document with the Secretary of State and which was in fact adopted by the members or managers.
(Source: P.A. 99-637, eff. 7-1-17.)

805 ILCS 180/5-48

    (805 ILCS 180/5-48)
    Sec. 5-48. Petition for refund.
    (a) Any domestic or foreign limited liability company having authority to transact business in this State may petition the Secretary of State for a refund of fees claimed to have been erroneously paid, subject to the following limitations:
        (1) No refund shall be made unless a petition for
    
refund has been filed in accordance with Section 5-45 of this Act within 3 years after the amount to be refunded was paid.
        (2) If the refund claimed is based upon an instrument
    
filed with the Secretary of State which contained a misstatement of fact, typographical error, error of transcription, or other error or defect, no refund of any fee shall be made unless a statement of correction has been filed in accordance with Section 5-47 of this Act.
    (b) The petition for refund shall be executed in accordance with Section 5-45 of this Act and shall set forth the following:
        (1) The name of the limited liability company and the
    
state or country under the laws of which it is organized.
        (2) The amount of the claim.
        (3) The details of the transaction and all facts upon
    
which the petitioner relies.
        (4) Any other information required by rule.
    (c) If the Secretary of State determines that the amount paid is incorrect, he or she shall refund to the limited liability company any amount paid in excess of the proper amount; provided, however, that no refund shall be made for an amount less than $200, and any refund in excess of that amount shall be reduced by $200; and provided further, that such refund shall be made without payment of interest.
(Source: P.A. 93-59, eff. 7-1-03.)