Sen. Don Harmon
Filed: 4/17/2015
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1 | AMENDMENT TO SENATE BILL 140
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2 | AMENDMENT NO. ______. Amend Senate Bill 140, AS AMENDED, by | ||||||
3 | replacing everything after the enacting clause.
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4 | "Section 5. The Limited Liability Company Act is amended by | ||||||
5 | changing Sections 1-5, 1-30, 1-40, 5-5, 5-45, 5-47, 5-50, 10-1, | ||||||
6 | 10-15, 13-5, 15-1, 15-3, 15-5, 15-7, 20-1, 20-5, 25-35, 30-5, | ||||||
7 | 30-10, 30-20, 35-1, 35-3, 35-4, 35-7, 35-15, 35-20, 35-45, | ||||||
8 | 35-55, 37-5, 37-10, 37-15, 37-20, 37-25, 37-30, 37-40, 50-1, | ||||||
9 | 50-10, and 55-1, by changing the headings of Articles 30 and | ||||||
10 | 37, and by adding Sections 1-6, 1-46, 1-65, 13-15, 13-20, | ||||||
11 | 30-25, 35-37, 37-16, 37-17, 37-21, 37-31, 37-32, 37-33, 37-34, | ||||||
12 | 37-36, and 55-3 as follows:
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13 | (805 ILCS 180/1-5)
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14 | Sec. 1-5. Definitions. As used in this Act, unless
the | ||||||
15 | context otherwise requires:
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16 | "Anniversary" means that day every year exactly one or
more |
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1 | years after: (i) the date the articles of organization
filed | ||||||
2 | under Section 5-5 of this Act were filed by the Office
of the | ||||||
3 | Secretary of State, in the case of a limited liability
company; | ||||||
4 | or (ii) the date the application for admission to
transact | ||||||
5 | business filed under Section 45-5 of this Act was
filed by the | ||||||
6 | Office of the Secretary of State, in the case of
a foreign | ||||||
7 | limited liability company.
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8 | "Anniversary month" means the month in which the
| ||||||
9 | anniversary of the limited liability company occurs.
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10 | "Articles of organization" means the articles of
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11 | organization filed by the Secretary of State for the purpose
of | ||||||
12 | forming a limited liability company as specified in
Article 5 | ||||||
13 | and all amendments thereto, whether evidenced by articles of | ||||||
14 | amendment, articles of merger, or a statement of correction | ||||||
15 | affecting the articles.
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16 | "Assumed limited liability company name" means any
limited | ||||||
17 | liability company name other than the true limited
liability | ||||||
18 | company name, except that the identification by a
limited | ||||||
19 | liability company of its business with a trademark or
service | ||||||
20 | mark of which it is the owner or licensed user shall
not | ||||||
21 | constitute the use of an assumed name under this Act.
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22 | "Bankruptcy" means bankruptcy under the Federal Bankruptcy
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23 | Code of 1978, Title 11, Chapter 7 of the United States Code , as | ||||||
24 | amended from time to time, or any successor statute .
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25 | "Business" includes every trade, occupation, profession, | ||||||
26 | and other lawful
purpose, whether or not carried on for profit.
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1 | "Company" means a limited liability company. | ||||||
2 | "Contribution" means any cash, property, or services
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3 | rendered , or other benefit, or a promissory note or other | ||||||
4 | binding obligation to
contribute cash or property , or to | ||||||
5 | perform services, or provide any other benefit, that a
person | ||||||
6 | contributes to the limited liability company in that
person's | ||||||
7 | capacity as a member or in order to become a member .
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8 | "Court" includes every court and judge having
jurisdiction | ||||||
9 | in a case.
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10 | "Debtor in bankruptcy" means a person who is the subject of | ||||||
11 | an order for
relief
under Title 11 of the United States Code, a | ||||||
12 | comparable
order under a successor statute of general | ||||||
13 | application, or a comparable order
under federal, state, or | ||||||
14 | foreign law governing insolvency.
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15 | "Distribution" means a transfer of money, property, or | ||||||
16 | other benefit from a limited liability company to a member in | ||||||
17 | the member's capacity as a
member or to a transferee of the | ||||||
18 | member's distributional interest.
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19 | "Distributional interest" means all of a member's right to | ||||||
20 | receive interest in distributions of
by
the limited liability | ||||||
21 | company's assets, but no other rights or interests of a member | ||||||
22 | company .
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23 | "Entity" means a person other than an individual.
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24 | "Federal employer identification number" means either (i) | ||||||
25 | the federal
employer identification number assigned by the | ||||||
26 | Internal Revenue
Service to the limited liability company or |
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1 | foreign limited liability company
or (ii) in the case of a | ||||||
2 | limited liability company or foreign
limited liability company | ||||||
3 | not required to have a federal employer
identification number, | ||||||
4 | any other number that may be assigned by the
Internal
Revenue | ||||||
5 | Service for purposes of identification.
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6 | "Foreign limited liability company" means an | ||||||
7 | unincorporated entity organized
under laws other than the laws | ||||||
8 | of this State that afford
limited liability to its owners | ||||||
9 | comparable to the liability under Section 10-10
and is not | ||||||
10 | required to register to transact business under any law of
this | ||||||
11 | State other than this Act.
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12 | "Insolvent" means that a limited liability company is
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13 | unable to pay its debts as they become due in the usual
course | ||||||
14 | of its business.
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15 | "Legal representative" means, without limitation, an | ||||||
16 | executor, administrator, guardian, personal representative and | ||||||
17 | agent, including an appointee under a power of attorney. | ||||||
18 | "Limited liability company" means a limited liability
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19 | company
organized under this Act.
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20 | "L3C" or "low-profit limited liability company" means a | ||||||
21 | for-profit limited liability company which satisfies the | ||||||
22 | requirements of Section 1-26 of this Act and does not have as a | ||||||
23 | significant purpose the production of income or the | ||||||
24 | appreciation of property. | ||||||
25 | "Manager" means a person, whether or not a member of a | ||||||
26 | manager-managed
company, who is vested with authority in an |
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1 | operating agreement as provided in under Section 15-1 13-5 .
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2 | "Manager-managed company" means a limited liability | ||||||
3 | company that vests authority in a manager or managers in an | ||||||
4 | operating agreement as provided in Section 15-1 which is so
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5 | designated in its articles of organization .
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6 | "Member" means a person
who becomes a member of the limited | ||||||
7 | liability company upon formation of the
company or in the | ||||||
8 | manner and at the time provided in the operating agreement
or, | ||||||
9 | if the operating agreement does not so provide, in the manner | ||||||
10 | and at the
time provided in this Act.
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11 | "Member-managed company" means a limited liability company | ||||||
12 | other than a
manager-managed company.
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13 | "Membership interest" means all of a member's rights in the
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14 | limited liability company, including the member's right to | ||||||
15 | receive distributions of the limited liability
company's | ||||||
16 | assets.
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17 | "Operating agreement" means the agreement under Section | ||||||
18 | 15-5 , whether or not referred to as an operating agreement and | ||||||
19 | whether oral, in a record, implied, or in any combination | ||||||
20 | thereof, of all of the members of a limited liability company, | ||||||
21 | including a sole member, concerning the
relations among the | ||||||
22 | members, managers, and limited
liability company. The term | ||||||
23 | "operating agreement" includes amendments to the
agreement.
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24 | "Organizer" means one of the signers of the original
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25 | articles of organization.
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26 | "Person" means an individual, partnership, domestic or
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1 | foreign limited partnership, limited liability company or
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2 | foreign limited liability company, trust, estate,
association, | ||||||
3 | corporation, governmental body, or other
juridical being.
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4 | "Record" means information that is inscribed on a tangible | ||||||
5 | medium or that is stored in an electronic or other medium and | ||||||
6 | is retrievable in perceivable form. | ||||||
7 | "Registered office" means that office maintained by the
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8 | limited liability company in this State, the address,
including | ||||||
9 | street, number, city and county, of which is on
file in the | ||||||
10 | office of the Secretary of State, at which, any
process, | ||||||
11 | notice, or demand required or permitted by law may be
served | ||||||
12 | upon the registered agent of the limited liability
company.
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13 | "Registered agent" means a person who is an agent for
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14 | service of process on the limited liability company who is
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15 | appointed by the limited liability company and whose address
is | ||||||
16 | the registered office of the limited liability company.
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17 | "Restated articles of organization" means the articles
of | ||||||
18 | organization restated as provided in Section 5-30.
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19 | "Sign" means, with the present intent to authenticate or | ||||||
20 | adopt a record: | ||||||
21 | (1) to execute or adopt a tangible symbol; or | ||||||
22 | (2) to attach to or logically associate with the record | ||||||
23 | an electronic symbol, sound, or process. | ||||||
24 | "State" means a state, territory, or possession of the
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25 | United States, the District of Columbia, or the Commonwealth
of | ||||||
26 | Puerto Rico.
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1 | "Transfer" includes an assignment, conveyance, deed, bill | ||||||
2 | of sale, lease,
mortgage, security interest, encumbrance, and | ||||||
3 | gift.
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4 | (Source: P.A. 96-126, eff. 1-1-10; 97-839, eff. 7-20-12.)
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5 | (805 ILCS 180/1-6 new) | ||||||
6 | Sec. 1-6. Electronic records. Any requirement in this Act | ||||||
7 | that there be a writing or that any document, instrument, or | ||||||
8 | agreement be written or in ink is subject to the provisions of | ||||||
9 | the Electronic Commerce Security Act.
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10 | (805 ILCS 180/1-30)
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11 | Sec. 1-30. Powers. Each limited liability company
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12 | organized and existing under this Act may do all of the
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13 | following:
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14 | (1) Sue and be sued, complain and defend, and
participate | ||||||
15 | in administrative or other proceedings, in its
name.
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16 | (2) Have a seal, which may be altered at pleasure, and
use | ||||||
17 | the same by causing it, or a facsimile thereof, to be
impressed | ||||||
18 | or affixed or in any other manner reproduced,
provided that the | ||||||
19 | affixing of a seal to an instrument shall
not give the | ||||||
20 | instrument additional force or effect, or change
the | ||||||
21 | construction thereof, and the use of a seal is not
mandatory.
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22 | (3) Purchase, take, receive, lease as lessee, take by
gift, | ||||||
23 | legacy, or otherwise acquire, own, hold, use, and
otherwise | ||||||
24 | deal in and with any real or personal property, or
any interest |
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1 | therein, wherever situated.
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2 | (4) Sell, convey, mortgage, pledge, lease as lessor,
and | ||||||
3 | otherwise dispose of all or any part of its property and
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4 | assets.
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5 | (5) Lend money to and otherwise assist its members and
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6 | employees.
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7 | (6) Purchase, take, receive, subscribe for or otherwise
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8 | acquire, own, hold, vote, use, employ, sell, mortgage, loan,
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9 | pledge, or otherwise dispose of, and otherwise use and deal
in | ||||||
10 | and with, shares or other interests in or obligations of
other | ||||||
11 | limited liability companies, domestic or foreign
corporations, | ||||||
12 | associations, general or limited partnerships,
or individuals.
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13 | (7) Incur liabilities, borrow money for its proper
purposes | ||||||
14 | at any rate of interest the limited liability
company may | ||||||
15 | determine without regard to the restrictions of
any usury law | ||||||
16 | of this State, issue notes, bonds, and other
obligations, | ||||||
17 | secure any of its obligations by mortgage or
pledge or deed of | ||||||
18 | trust of all or any part of its property,
franchises, and | ||||||
19 | income, and make contracts, including
contracts of guaranty and | ||||||
20 | suretyship.
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21 | (8) Invest its surplus funds from time to time, lend
money | ||||||
22 | for its proper purposes, and take and hold real and
personal | ||||||
23 | property as security for the payment of funds so
loaned or | ||||||
24 | invested.
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25 | (9) Conduct its business, carry on its operations,
have | ||||||
26 | offices within and without this State, and exercise in
any |
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1 | other state, territory, district, or possession of the
United | ||||||
2 | States or in any foreign country the powers granted by
this | ||||||
3 | Act.
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4 | (10) Designate Elect managers and appoint officers and | ||||||
5 | other agents of the limited
liability company, define their | ||||||
6 | duties, and fix their
compensation.
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7 | (11) Enter into or amend an operating
agreement,
not | ||||||
8 | inconsistent with
the laws of this State, for the | ||||||
9 | administration and regulation
of the affairs of the limited | ||||||
10 | liability company.
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11 | (12) Make donations for the public welfare or for
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12 | charitable, scientific, religious, or educational purposes,
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13 | lend money to the government, and transact
any lawful business | ||||||
14 | in aid of the United States.
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15 | (13) Establish deferred compensation plans, pension
plans, | ||||||
16 | profit-sharing plans, bonus plans, option plans, and
other | ||||||
17 | incentive plans for its managers and employees and make
the | ||||||
18 | payments provided for therein.
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19 | (14) Become a promoter, partner, member, associate, or
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20 | manager of any general partnership, limited partnership,
joint | ||||||
21 | venture or similar association, any other limited
liability | ||||||
22 | company, or other enterprise.
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23 | (15) Have and exercise all powers necessary or
convenient | ||||||
24 | to effect any or all of the purposes for which the
limited | ||||||
25 | liability company is organized.
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26 | (Source: P.A. 90-424, eff. 1-1-98.)
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1 | (805 ILCS 180/1-40)
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2 | Sec. 1-40. Records to be kept.
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3 | (a) Each limited liability company shall keep at the | ||||||
4 | principal place of business of the company named in
the | ||||||
5 | articles of organization or other reasonable locations | ||||||
6 | specified in the
operating agreement all of the following:
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7 | (1) A list of the full name and last known address
of | ||||||
8 | each member setting forth the amount of cash each member | ||||||
9 | has contributed, a
description and statement of the agreed | ||||||
10 | value of the
other property or services each member has | ||||||
11 | contributed
or has agreed to contribute in the
future, and | ||||||
12 | the date on which each became a member.
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13 | (2) A copy of the articles of organization, as
amended | ||||||
14 | or restated, together with executed copies of
any powers of | ||||||
15 | attorney under which any articles,
application, or | ||||||
16 | certificate has been executed.
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17 | (3) Copies of the limited liability company's
federal, | ||||||
18 | State, and local income tax returns and reports,
if any, | ||||||
19 | for the 3 most recent years.
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20 | (4) Copies of any then effective written operating
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21 | agreement and any amendments thereto and of any
financial | ||||||
22 | statements of the limited liability company
for the 3 most | ||||||
23 | recent years.
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24 | (b) Records kept under this Section may be inspected
and | ||||||
25 | copied at the request and expense of any member or legal |
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1 | representative
of a deceased member or member under legal | ||||||
2 | disability during
ordinary business hours. | ||||||
3 | (c) The rights under subsection (b) of this Section also | ||||||
4 | extend to a transferee of a distributional interest, but only | ||||||
5 | for a proper purpose. In order to exercise this right, a | ||||||
6 | transferee must make written demand upon the limited liability | ||||||
7 | company, stating with particularity the records sought to be | ||||||
8 | inspected and the purpose of the demand. | ||||||
9 | (d) Within 10 days after receiving a demand pursuant to | ||||||
10 | subsection (c): | ||||||
11 | (1) the company shall provide the information demanded | ||||||
12 | or, in a record, a description of the information the | ||||||
13 | company will provide, stating a reasonable time within | ||||||
14 | which it will be provided and the place where it will be | ||||||
15 | provided; and | ||||||
16 | (2) if the company declines to provide any demanded | ||||||
17 | information, the company shall state its reasons for | ||||||
18 | declining to the transferee in a record. | ||||||
19 | A transferee may exercise the rights under this subsection | ||||||
20 | through a legal representative.
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21 | (Source: P.A. 90-424, eff. 1-1-98 .)
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22 | (805 ILCS 180/1-46 new) | ||||||
23 | Sec. 1-46. Applicability of statute of frauds. An operating | ||||||
24 | agreement is enforceable whether or not there is a writing | ||||||
25 | signed or record authenticated by a party against whom |
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1 | enforcement is sought, even if the agreement is not capable of | ||||||
2 | performance within one year of its making. | ||||||
3 | (805 ILCS 180/1-65 new) | ||||||
4 | Sec. 1-65. Governing law. The law of this State governs: | ||||||
5 | (1) the internal affairs and organization of a limited | ||||||
6 | liability company; | ||||||
7 | (2) the liability of a member as member and a manager | ||||||
8 | as manager for the debts, obligations, or other liabilities | ||||||
9 | of a limited liability company; | ||||||
10 | (3) the internal affairs and establishment of a series | ||||||
11 | of a limited liability company; | ||||||
12 | (4) the liability of a member or a manager associated | ||||||
13 | with a series for the debts, obligations, or other | ||||||
14 | liabilities of the series; and | ||||||
15 | (5) the liability of a series for the debts, | ||||||
16 | obligations, or other liabilities of the limited liability | ||||||
17 | company that established the series or for another series | ||||||
18 | established by the limited liability company, and the | ||||||
19 | liability of the limited liability company for the debts, | ||||||
20 | obligations, or other liabilities of a series established | ||||||
21 | by the limited liability company.
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22 | (805 ILCS 180/5-5)
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23 | Sec. 5-5. Articles of organization.
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24 | (a) The articles of organization shall set forth all of
the |
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1 | following:
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2 | (1) The name of the limited liability company and
the | ||||||
3 | address of its principal place of business which
may, but | ||||||
4 | need not be a place of business in this State.
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5 | (2) The purposes for which the limited liability
| ||||||
6 | company is organized, which may be stated to be, or to
| ||||||
7 | include, the transaction of any or all lawful businesses
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8 | for which limited liability companies may be organized
| ||||||
9 | under this Act.
| ||||||
10 | (3) The name of its registered agent and the
address of | ||||||
11 | its registered office.
| ||||||
12 | (4) A confirmation that If the limited liability | ||||||
13 | company complies with the requirement in subsection (b) of | ||||||
14 | Section 5-1 that the company has one or more members at the | ||||||
15 | time of filing or, if the filing is to be effective on a | ||||||
16 | later date, that the company will have one or more members | ||||||
17 | on the date the filing is to be effective is to be
managed | ||||||
18 | by a manager or managers, the names and
business
addresses | ||||||
19 | of the initial manager or managers .
| ||||||
20 | (5) The name and business address of all of the | ||||||
21 | managers and any member having the authority of a manager | ||||||
22 | If management of the limited liability company
is to be | ||||||
23 | vested in the members
under Section 15-1, then the names | ||||||
24 | and addresses of the
initial member or members .
| ||||||
25 | (5.5) The duration of the limited liability company, | ||||||
26 | which shall be perpetual unless otherwise stated.
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| |||||||
1 | (6) (Blank).
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2 | (7) The name and address of each organizer.
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3 | (8) Any other provision, not inconsistent with
law, | ||||||
4 | that the members elect to set out in the articles
of | ||||||
5 | organization for the regulation of the internal
affairs of | ||||||
6 | the limited liability company, including any
provisions | ||||||
7 | that, under this Act, are required or
permitted to be set | ||||||
8 | out in the operating agreement of
the limited liability | ||||||
9 | company.
| ||||||
10 | (b) A limited liability company is organized at the
time | ||||||
11 | articles of organization are filed by the Secretary of
State or | ||||||
12 | at any later time, not more than 60 days after the
filing of | ||||||
13 | the articles of organization, specified in the
articles of | ||||||
14 | organization.
| ||||||
15 | (c) Articles of organization for the organization of a | ||||||
16 | limited liability
company for the purpose of accepting and | ||||||
17 | executing trusts shall not be filed by
the Secretary of State | ||||||
18 | until there is delivered to him or her a statement
executed by | ||||||
19 | the Secretary Commissioner of the Department of Financial and | ||||||
20 | Professional Regulation or successor State board, department, | ||||||
21 | or agency having jurisdiction over the regulation of trust | ||||||
22 | companies Office of Banks and Real Estate that the
organizers | ||||||
23 | of the limited liability company have made arrangements
with | ||||||
24 | the Secretary
Commissioner of the Department of Financial and | ||||||
25 | Professional Regulation or successor State board, department, | ||||||
26 | or agency having jurisdiction over the regulation of trust |
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| |||||||
1 | companies Office of Banks and Real Estate to comply with the
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2 | Corporate Fiduciary Act.
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3 | (d) Articles of organization for the organization of a | ||||||
4 | limited liability
company as a bank or a savings bank must be | ||||||
5 | filed with the Secretary of the Department of Financial and | ||||||
6 | Professional Regulation or successor State board, department, | ||||||
7 | or agency having jurisdiction over the regulation of banks or | ||||||
8 | savings banks Commissioner of
Banks and Real Estate or,
if the | ||||||
9 | bank or savings bank will be organized under federal law, with | ||||||
10 | the
appropriate federal banking regulator.
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11 | (Source: P.A. 98-171, eff. 8-5-13.)
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12 | (805 ILCS 180/5-45)
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13 | Sec. 5-45.
Forms, execution, acknowledgement and
filing.
| ||||||
14 | (a) All reports required by this Act to be filed in the
| ||||||
15 | Office of the Secretary of State shall be made on forms
| ||||||
16 | prescribed and furnished by the Secretary of State.
Forms for | ||||||
17 | all other documents to be filed in the Office of
the Secretary | ||||||
18 | of State shall be furnished by the Secretary of
State upon | ||||||
19 | request therefor, but the use thereof, unless
otherwise | ||||||
20 | specifically prescribed in this Act, shall not be
mandatory.
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21 | (b) Whenever any provision of this Act specifically
| ||||||
22 | requires any document to be executed by the limited liability
| ||||||
23 | company in accordance with this Section, unless otherwise
| ||||||
24 | specifically stated in this Act and subject to any additional
| ||||||
25 | provisions of this Act, the document shall be signed executed, |
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1 | in
ink, as follows:
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2 | (1) The initial articles of organization shall be | ||||||
3 | signed
by the organizer or organizers.
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4 | (2) A document filed on behalf of a dissolved limited | ||||||
5 | liability company that has no members must be signed by the | ||||||
6 | person winding up the company's activities under Section | ||||||
7 | 35-4. | ||||||
8 | (3) Any other document must be signed by a person | ||||||
9 | authorized by the limited liability company to sign it. All | ||||||
10 | other documents shall be signed:
| ||||||
11 | (A) by a manager and verified by him or
her; or
| ||||||
12 | (B) if there are no managers, then by
the members | ||||||
13 | or those of them that may be designated by
a majority | ||||||
14 | vote of the members.
| ||||||
15 | (c) The name of a person signing the document and the
| ||||||
16 | capacity in which the person signs shall be stated beneath
or | ||||||
17 | opposite the person's signature.
| ||||||
18 | (d) The execution of any document required by this Act
by a | ||||||
19 | person member or manager constitutes an affirmation under the
| ||||||
20 | penalties of perjury that the facts stated therein are true
and | ||||||
21 | that the person has authority to execute the document.
| ||||||
22 | (e) When filed in the Office of the Secretary of State, an | ||||||
23 | authorization,
including a power of attorney, to sign a record | ||||||
24 | must be in writing, then sworn
to, verified, or acknowledged.
| ||||||
25 | (Source: P.A. 90-424, eff. 1-1-98.)
|
| |||||||
| |||||||
1 | (805 ILCS 180/5-47)
| ||||||
2 | Sec. 5-47. Statement of correction.
| ||||||
3 | (a) Whenever any instrument authorized to be filed with the | ||||||
4 | Secretary of
State under any provision of this Act has been so | ||||||
5 | filed and, as of the date of
the action therein referred to, | ||||||
6 | contains any misstatement of fact,
typographical error, error | ||||||
7 | of transcription, or any other error or defect or was
| ||||||
8 | defectively or erroneously executed, such instrument may be | ||||||
9 | corrected by
filing, in accordance with Section 5-45 of this | ||||||
10 | Act, a statement of correction.
| ||||||
11 | (b) A statement of correction shall set forth:
| ||||||
12 | (1) The name of the limited liability company and the | ||||||
13 | state or country
under the laws of which it is organized.
| ||||||
14 | (2) The title of the instrument being corrected and the | ||||||
15 | date it was filed by the Secretary of State.
| ||||||
16 | (3) The inaccuracy, error, or defect to be corrected | ||||||
17 | and the portion of
the instrument in corrected form.
| ||||||
18 | (c) A statement of correction shall be executed in the same | ||||||
19 | manner in which
the instrument being corrected was required to | ||||||
20 | be executed.
| ||||||
21 | (d) The corrected instrument shall be effective as of the | ||||||
22 | date the original
instrument was filed.
| ||||||
23 | (e) A statement of correction shall not:
| ||||||
24 | (1) Effect any change or amendment of articles which | ||||||
25 | would not in all
respects have complied with the | ||||||
26 | requirements of this Act at the time of filing
the |
| |||||||
| |||||||
1 | instrument being corrected.
| ||||||
2 | (2) Take the place of any document, statement, or | ||||||
3 | report otherwise
required to be filed by this Act.
| ||||||
4 | (3) Affect any right or liability accrued or incurred | ||||||
5 | before such filing,
except that any right or liability | ||||||
6 | accrued or incurred by reason of the error
or defect being | ||||||
7 | corrected shall be extinguished by such filing if the | ||||||
8 | person
having such right has not detrimentally relied on | ||||||
9 | the original instrument.
| ||||||
10 | (4) (Blank). Alter the provisions of the articles of | ||||||
11 | organization with respect to
the limited liability company | ||||||
12 | name, purpose, ability to establish series, or the names | ||||||
13 | and addresses of
the organizers, initial manager or | ||||||
14 | managers, and initial member or members.
| ||||||
15 | (5) (Blank). Alter the provisions of the application | ||||||
16 | for admission to transact
business as a foreign limited | ||||||
17 | liability company with respect to the limited
liability | ||||||
18 | name or ability to establish series.
| ||||||
19 | (6) (Blank). Alter the provisions of the application to | ||||||
20 | adopt or change an assumed
limited liability company name | ||||||
21 | with respect to the assumed limited liability
company name.
| ||||||
22 | (7) Alter the wording of any resolution as filed in any | ||||||
23 | document with the
Secretary of State and which was in fact | ||||||
24 | adopted by the members or managers.
| ||||||
25 | (Source: P.A. 95-368, eff. 8-23-07.)
|
| |||||||
| |||||||
1 | (805 ILCS 180/5-50)
| ||||||
2 | Sec. 5-50. Amendment or termination dissolution by | ||||||
3 | judicial act.
If a person required by Section 5-45 to execute | ||||||
4 | an amendment
or statement articles of termination dissolution | ||||||
5 | fails or refuses to do so, any
other member and any transferee | ||||||
6 | of a limited liability company
interest, who is adversely | ||||||
7 | affected by the failure or
refusal, may petition a court to | ||||||
8 | direct the amendment or
statement of termination dissolution . | ||||||
9 | If the court finds that the amendment or statement of | ||||||
10 | termination
dissolution is proper and that any person so | ||||||
11 | designated has
failed or refused to execute the amendment or | ||||||
12 | statement articles of termination
dissolution , it shall order | ||||||
13 | the Secretary of State to record
an appropriate amendment or | ||||||
14 | statement of termination dissolution .
| ||||||
15 | (Source: P.A. 90-424, eff. 1-1-98.)
| ||||||
16 | (805 ILCS 180/10-1)
| ||||||
17 | Sec. 10-1. Admission of members. | ||||||
18 | (a) A person becomes a member of a limited liability | ||||||
19 | company: | ||||||
20 | (1) upon formation of the company, as provided in an | ||||||
21 | agreement between the organizer and the initial member if | ||||||
22 | there is only one member, or as provided in an agreement | ||||||
23 | among initial members if there is more than one member; | ||||||
24 | (2) after the formation of the company, | ||||||
25 | (A) as provided in the operating agreement; |
| |||||||
| |||||||
1 | (B) as the result of a transaction effective under | ||||||
2 | Article 37; | ||||||
3 | (C) with the consent of all the members; or | ||||||
4 | (D) if, within 180 consecutive days after the | ||||||
5 | company ceases to have any members: | ||||||
6 | (i) the last person to have been a member, or | ||||||
7 | the legal representative of that person, | ||||||
8 | designates a person to become a member; and | ||||||
9 | (ii) the designated person consents to become | ||||||
10 | a member. | ||||||
11 | (b) A person that acquires a distributional interest, but | ||||||
12 | that does not become a member, has merely the rights of a | ||||||
13 | transferee under Sections 30-5 and 30-10. | ||||||
14 | (c) A person may become a member without acquiring a | ||||||
15 | distributional interest and without making or being obligated | ||||||
16 | to make a contribution to the limited liability company. After | ||||||
17 | the filing
of the articles of organization, a person who | ||||||
18 | acquires a
membership interest directly from the limited | ||||||
19 | liability
company or is a transferee of a membership interest | ||||||
20 | may be
admitted as a member with unanimous consent of
the | ||||||
21 | members.
| ||||||
22 | (Source: P.A. 90-424, eff. 1-1-98.)
| ||||||
23 | (805 ILCS 180/10-15)
| ||||||
24 | Sec. 10-15. Right of members and dissociated members | ||||||
25 | Member's right to information.
|
| |||||||
| |||||||
1 | (a) A company shall furnish information when any member | ||||||
2 | demands it in a record concerning the company's activities, | ||||||
3 | financial condition, and other circumstances of the company's | ||||||
4 | business necessary to the proper exercise of a member's rights | ||||||
5 | and duties under the operating agreement or this Act or that is | ||||||
6 | otherwise material to the membership interest of a member, | ||||||
7 | unless the company knows that the member already knows that | ||||||
8 | information. | ||||||
9 | (b) The following rules apply when a member makes a demand | ||||||
10 | for information under this Section: | ||||||
11 | (1) During regular business hours and at a reasonable | ||||||
12 | location and time specified by the company, a member may | ||||||
13 | obtain from the company, inspect, and copy information for | ||||||
14 | a purpose consistent with subsection (a). | ||||||
15 | (2) Within 10 days after receiving a demand pursuant to | ||||||
16 | subsection (a): | ||||||
17 | (A) the company shall provide the information | ||||||
18 | demanded or, in a record, a description of the | ||||||
19 | information the company will provide, stating a | ||||||
20 | reasonable time within which it will be provided and | ||||||
21 | the place where it will be provided; and | ||||||
22 | (B) if the company declines to provide any demanded | ||||||
23 | information, the company shall state its reasons for | ||||||
24 | declining to the member in a record. | ||||||
25 | (c) Whenever this Act or an operating agreement provides | ||||||
26 | for a member to give or withhold consent to a matter, before |
| |||||||
| |||||||
1 | the consent is given or withheld, the company shall, without | ||||||
2 | demand, provide the member with all information that is known | ||||||
3 | to the company that is material to the member's decision. | ||||||
4 | (d) Within 10 days after a demand made in a record received | ||||||
5 | by the limited liability company, a dissociated member may have | ||||||
6 | access to information to which the person was entitled while a | ||||||
7 | member if the information pertains to the period during which | ||||||
8 | the person was a member, and the person seeks the information | ||||||
9 | in good faith for a purpose consistent with subsection (a). The | ||||||
10 | company shall respond to a demand made pursuant to this | ||||||
11 | subsection in the manner provided in subdivisions (A) and (B) | ||||||
12 | of paragraph (2) of subsection (b). | ||||||
13 | (e) A limited liability company may charge a person that | ||||||
14 | makes a demand under this Section the reasonable costs of | ||||||
15 | copying, limited to the costs of labor and material. | ||||||
16 | (f) A member or dissociated member may exercise rights | ||||||
17 | under this Section through an agent or, in the case of an | ||||||
18 | individual under legal disability, a legal representative. Any | ||||||
19 | restriction or condition imposed by the operating agreement or | ||||||
20 | under subsection (h) applies both to the agent or legal | ||||||
21 | representative and the member or dissociated member. | ||||||
22 | (g) The rights under this Section do not extend to a person | ||||||
23 | as transferee. | ||||||
24 | (h) In addition to any restriction or condition stated in | ||||||
25 | its operating agreement, the limited liability company, as a | ||||||
26 | matter within the ordinary course of its activities, may impose |
| |||||||
| |||||||
1 | reasonable restrictions and conditions on access to and use of | ||||||
2 | information to be furnished under this Section including, but | ||||||
3 | not limited to, the designation of information such as trade | ||||||
4 | secrets or information subject to confidentiality agreements | ||||||
5 | with third parties as confidential with appropriate | ||||||
6 | nondisclosure and safeguarding obligations. In a dispute | ||||||
7 | concerning the reasonableness of a restriction or designation | ||||||
8 | under this subsection, the company has the burden of proving | ||||||
9 | reasonableness. | ||||||
10 | (i) This Section does not limit or restrict the right to | ||||||
11 | inspect and copy records as provided in subsection (b) of | ||||||
12 | Section 1-40. (a) A limited liability company shall provide | ||||||
13 | members and their agents and
attorneys access to its records, | ||||||
14 | including the records required to be kept
under Section 1-40, | ||||||
15 | at the company's
principal place of business or other | ||||||
16 | reasonable locations specified in the
operating agreement. The | ||||||
17 | company shall provide former members and their
agents and | ||||||
18 | attorneys access for proper purposes to records pertaining to | ||||||
19 | the
period during which they were members. The right of access | ||||||
20 | provides the
opportunity to inspect and copy records during | ||||||
21 | ordinary business hours. The
company may impose a reasonable | ||||||
22 | charge, limited to the costs of labor
and material, for copies | ||||||
23 | of records furnished.
| ||||||
24 | (b) A member has the right upon written demand given to the | ||||||
25 | limited
liability company to obtain at the company's expense a | ||||||
26 | copy of any written
operating agreement.
|
| |||||||
| |||||||
1 | (Source: P.A. 90-424, eff. 1-1-98.)
| ||||||
2 | (805 ILCS 180/13-5)
| ||||||
3 | Sec. 13-5. No agency power of a member as member. Agency of | ||||||
4 | members and managers.
| ||||||
5 | (a) A member is not an agent of a limited liability company | ||||||
6 | solely by reason of being a member. Subject to subsections (b) | ||||||
7 | and (c):
| ||||||
8 | (b) Nothing herein shall be deemed to limit the effect of | ||||||
9 | law other than this Act, including the law of agency. | ||||||
10 | (c) A person's status as a member does not prevent or | ||||||
11 | restrict law other than this Act from imposing liability on a | ||||||
12 | limited liability company because of the person's conduct.
| ||||||
13 | (1) Each member is an agent of the limited liability | ||||||
14 | company for the
purpose of
its business, and an act of a | ||||||
15 | member, including the signing
of an instrument in the | ||||||
16 | company's name, for apparently carrying on, in the
ordinary | ||||||
17 | course, the company's business or business of the kind | ||||||
18 | carried on
by the company binds the company, unless the | ||||||
19 | member had no authority to act for
the company in the | ||||||
20 | particular matter and the person with whom the
member was | ||||||
21 | dealing knew or had notice that the member lacked | ||||||
22 | authority.
| ||||||
23 | (2) An act of a member that is not apparently for | ||||||
24 | carrying on, in the
ordinary
course, the company's business | ||||||
25 | or business of the kind carried on by the
company binds the |
| |||||||
| |||||||
1 | company only if the act was authorized by the other | ||||||
2 | members.
| ||||||
3 | (b) Subject to subsection (c), in a manager-managed | ||||||
4 | company:
| ||||||
5 | (1) A member is not an agent of the company for the | ||||||
6 | purpose of its
business solely by reason of being a member. | ||||||
7 | Each manager is an agent of
the company for the purpose of | ||||||
8 | its business, and an act of a manager, including
the | ||||||
9 | signing of an instrument in the company's name, for | ||||||
10 | apparently
carrying on, in the ordinary course, the | ||||||
11 | company's business or business of the
kind carried on by | ||||||
12 | the company binds the company, unless the manager had
no | ||||||
13 | authority to act for the company in the particular matter | ||||||
14 | and the person
with whom the manager was dealing knew or | ||||||
15 | had notice that the manager
lacked authority.
| ||||||
16 | (2) An act of a manager which is not apparently for | ||||||
17 | carrying on, in the
ordinary course, the company's business | ||||||
18 | or business of the kind carried on by
the company binds the | ||||||
19 | company only if the act was authorized under Section
15-1.
| ||||||
20 | (c) Unless the articles of organization limit their | ||||||
21 | authority, any member of
a member-managed company or manager of | ||||||
22 | a manager-managed
company may sign and deliver any instrument | ||||||
23 | transferring or affecting the
company's interest in real | ||||||
24 | property. The instrument is conclusive in favor
of a person who | ||||||
25 | gives value without knowledge of the lack of the authority of
| ||||||
26 | the person signing and delivering the instrument.
|
| |||||||
| |||||||
1 | (Source: P.A. 90-424, eff. 1-1-98.)
| ||||||
2 | (805 ILCS 180/13-15 new) | ||||||
3 | Sec. 13-15. Statement of authority. | ||||||
4 | (a) A limited liability company may deliver to the | ||||||
5 | Secretary of State for filing a statement of authority. The | ||||||
6 | statement: | ||||||
7 | (1) must include the name of the company and the | ||||||
8 | address of its principal place of business; and | ||||||
9 | (2) may state the authority, or limitations on the | ||||||
10 | authority, of any member or manager of the company or any | ||||||
11 | other person to: | ||||||
12 | (A) execute an instrument transferring real | ||||||
13 | property held in the name of the company; or | ||||||
14 | (B) enter into other transactions on behalf of, or | ||||||
15 | otherwise act for or bind, the company. | ||||||
16 | (b) To amend or cancel a statement of authority, a limited | ||||||
17 | liability company must deliver to the Secretary of State for | ||||||
18 | filing a statement of amendment or cancellation. The statement | ||||||
19 | must include: | ||||||
20 | (1) the name of the limited liability company and the | ||||||
21 | address of its principal place of business; | ||||||
22 | (2) the date the statement of authority being amended | ||||||
23 | or cancelled became effective; and | ||||||
24 | (3) the contents of the amendment or a declaration that | ||||||
25 | the statement of authority is canceled. |
| |||||||
| |||||||
1 | (c) Except as otherwise provided in subsections (e) and | ||||||
2 | (f), a limitation on the authority of a member or manager of | ||||||
3 | the limited liability company contained in a statement of | ||||||
4 | authority is not by itself evidence of knowledge or notice of | ||||||
5 | the limitation by any person. | ||||||
6 | (d) A grant of authority not pertaining to transfers of | ||||||
7 | real property and contained in a statement of authority is | ||||||
8 | conclusive in favor of a person that is not a member and that | ||||||
9 | gives value in reliance on the grant, except to the extent that | ||||||
10 | when the person gives value, the person has knowledge to the | ||||||
11 | contrary. | ||||||
12 | (e) A certified copy of a statement of authority that | ||||||
13 | grants authority to transfer real property held in the name of | ||||||
14 | the limited liability company and that is recorded in the | ||||||
15 | office for recording transfers of the real property is | ||||||
16 | conclusive in favor of a person that is not a member and that | ||||||
17 | gives value in reliance on the grant without knowledge to the | ||||||
18 | contrary. | ||||||
19 | (f) If a certified copy of a statement of authority | ||||||
20 | containing a limitation on the authority to transfer real | ||||||
21 | property held in the name of a limited liability company is | ||||||
22 | recorded in the office for recording transfers of that real | ||||||
23 | property, all persons that are not members are deemed to know | ||||||
24 | of the limitation. | ||||||
25 | (g) Unless previously cancelled by a statement of | ||||||
26 | cancellation, a statement of authority expires as of the date, |
| |||||||
| |||||||
1 | if any, specified in the statement of authority. | ||||||
2 | (h) If the articles of organization state the authority or | ||||||
3 | limitations on the authority of any person on behalf of a | ||||||
4 | company, the authority stated or limited shall not bind any | ||||||
5 | person who is not a member or manager until that person | ||||||
6 | receives actual notice in a record from the company that agency | ||||||
7 | authority is stated or limited in the articles. If the | ||||||
8 | authority stated or limited in the articles of organization | ||||||
9 | conflicts with authority stated or limited in a statement of | ||||||
10 | authority filed with the Secretary of State under this Section | ||||||
11 | on behalf of the company, the statement of authority is the | ||||||
12 | effective statement and a person who is not a member or manager | ||||||
13 | may rely upon the terms of the filed statement of authority | ||||||
14 | notwithstanding conflicting terms in the articles of | ||||||
15 | organization. | ||||||
16 | (805 ILCS 180/13-20 new) | ||||||
17 | Sec. 13-20. Statement of denial. A person named in a filed | ||||||
18 | statement of authority granting that person authority may | ||||||
19 | deliver to the Secretary of State for filing a statement of | ||||||
20 | denial that: | ||||||
21 | (1) provides the name of the limited liability company | ||||||
22 | and the caption of the statement of authority to which the | ||||||
23 | statement of denial pertains; and | ||||||
24 | (2) denies the grant of authority. | ||||||
25 | An effective statement of denial operates as a restrictive |
| |||||||
| |||||||
1 | amendment under subsection (b) of Section 13-15 and, if a | ||||||
2 | certified copy thereof is recorded in the office for recording | ||||||
3 | transfers of real property in which a prior statement of | ||||||
4 | authority has been recorded as provided in subsection (e) of | ||||||
5 | Section 13-15, the statement of denial shall be deemed a | ||||||
6 | limitation on the statement of authority for purposes of | ||||||
7 | subsection (f) of Section 13-15.
| ||||||
8 | (805 ILCS 180/15-1)
| ||||||
9 | Sec. 15-1. Management of limited liability company.
| ||||||
10 | (a) A limited liability company is a member-managed limited | ||||||
11 | liability company unless the operating agreement: | ||||||
12 | (1) expressly provides that: | ||||||
13 | (A) the company is or will be manager-managed; | ||||||
14 | (B) the company is or will be managed by managers; | ||||||
15 | or | ||||||
16 | (C) management of the company is or will be vested | ||||||
17 | in managers; or | ||||||
18 | (2) includes words of similar import. | ||||||
19 | (b) (a) In a member-managed company:
| ||||||
20 | (1) each member has equal rights in the management and | ||||||
21 | conduct of the
company's
business; and
| ||||||
22 | (2) except as otherwise provided in subsection (d) (c) | ||||||
23 | of this Section, any
matter relating to
the
business of the | ||||||
24 | company may be decided by a majority of the members.
| ||||||
25 | (c) (b) In a manager-managed company:
|
| |||||||
| |||||||
1 | (1) each manager has equal rights in the management and | ||||||
2 | conduct of the
company's
business;
| ||||||
3 | (2) except as otherwise provided in subsection (d) (c) | ||||||
4 | of this Section, any
matter relating to
the
business of the | ||||||
5 | company may be exclusively decided by the manager or, if
| ||||||
6 | there is more than one manager, by a majority of the | ||||||
7 | managers; and
| ||||||
8 | (3) a manager:
| ||||||
9 | (A) must be designated, appointed, elected, | ||||||
10 | removed, or replaced by a
vote, approval, or consent of | ||||||
11 | a majority of the members; and
| ||||||
12 | (B) holds office until a successor has been elected | ||||||
13 | and qualified,
unless the manager sooner resigns or is | ||||||
14 | removed.
| ||||||
15 | (d) (c) The only matters of a member or manager-managed | ||||||
16 | company's business
requiring the consent of all of the members | ||||||
17 | are the following:
| ||||||
18 | (1) the amendment of the operating agreement under | ||||||
19 | Section 15-5;
| ||||||
20 | (2) an amendment to the articles of organization under | ||||||
21 | Article 5;
| ||||||
22 | (3) the compromise of an obligation to make a | ||||||
23 | contribution under Section
20-5;
| ||||||
24 | (4) the compromise, as among members, of an obligation | ||||||
25 | of a member to make
a
contribution or return money or other | ||||||
26 | property paid or distributed in
violation of this Act;
|
| |||||||
| |||||||
1 | (5) the making of interim distributions under | ||||||
2 | subsection (a) of Section
25-1, including
the redemption of | ||||||
3 | an interest;
| ||||||
4 | (6) the admission of a new member;
| ||||||
5 | (7) the use of the company's property to redeem an | ||||||
6 | interest subject to a
charging order;
| ||||||
7 | (8) the consent to dissolve the company under | ||||||
8 | subdivision (2) of
subsection (a) of Section 35-1;
| ||||||
9 | (9) a waiver of the right to have the company's | ||||||
10 | business wound up and the
company terminated under Section | ||||||
11 | 35-3;
| ||||||
12 | (9) (10) the consent of members to convert, merge with | ||||||
13 | another entity or domesticate under Article 37 under | ||||||
14 | Section
37-20 ; and
| ||||||
15 | (10) (11) the sale, lease, exchange, or other disposal | ||||||
16 | of all, or substantially
all, of the company's property | ||||||
17 | with or without goodwill.
| ||||||
18 | (e) (d) Action requiring the consent of members or managers | ||||||
19 | under this Act may
be taken without a meeting.
| ||||||
20 | (f) (e) A member or manager may appoint a proxy to vote or | ||||||
21 | otherwise act for the
member or manager by signing an | ||||||
22 | appointment instrument, either personally
or by the member or | ||||||
23 | manager's attorney-in-fact.
| ||||||
24 | (Source: P.A. 90-424, eff. 1-1-98.)
| ||||||
25 | (805 ILCS 180/15-3)
|
| |||||||
| |||||||
1 | Sec. 15-3. General standards of member and manager's | ||||||
2 | conduct.
| ||||||
3 | (a) The fiduciary duties a member owes to a member-managed | ||||||
4 | company and its
other members include the duty of loyalty and | ||||||
5 | the duty of care referred to in
subsections (b) and (c) of this | ||||||
6 | Section.
| ||||||
7 | (b) A member's duty of loyalty to a member-managed company | ||||||
8 | and its other
members includes the following:
| ||||||
9 | (1) to account to the company and to hold as trustee | ||||||
10 | for it any property,
profit, or benefit derived by the | ||||||
11 | member in the conduct or winding up of the
company's | ||||||
12 | business or derived from a use by the member of the | ||||||
13 | company's
property, including the appropriation of a | ||||||
14 | company's opportunity;
| ||||||
15 | (2) to act fairly when a member deals with the company | ||||||
16 | in the conduct or
winding up of the company's business as | ||||||
17 | or on behalf of a party having an
interest adverse to the | ||||||
18 | company; and
| ||||||
19 | (3) to refrain from competing with the company in the | ||||||
20 | conduct of the
company's business before the dissolution of | ||||||
21 | the company.
| ||||||
22 | (c) A member's duty of care to a member-managed company and | ||||||
23 | its other
members in the conduct of and winding up of the | ||||||
24 | company's business is limited to
refraining from engaging in | ||||||
25 | grossly negligent or reckless conduct, intentional
misconduct, | ||||||
26 | or a knowing violation of law.
|
| |||||||
| |||||||
1 | (d) A member shall discharge his or her duties to a | ||||||
2 | member-managed company
and its other members under this Act or | ||||||
3 | under the operating agreement and
exercise any rights | ||||||
4 | consistent with the obligation of good faith and fair
dealing.
| ||||||
5 | (e) A member of a member-managed company does not violate a | ||||||
6 | duty or
obligation under this Act or under the operating | ||||||
7 | agreement merely because the
member's conduct furthers the | ||||||
8 | member's own interest.
| ||||||
9 | (f) This Section applies to a person winding up the limited | ||||||
10 | liability
company's business as the personal or legal | ||||||
11 | representative of the last
surviving member as if the person | ||||||
12 | were a member.
| ||||||
13 | (g) In a manager-managed company:
| ||||||
14 | (1) a member who is not also a manager owes no duties | ||||||
15 | to the company or to
the other members solely by reason of | ||||||
16 | being a member;
| ||||||
17 | (2) a manager is held to the same standards of conduct | ||||||
18 | prescribed for
members in subsections (b), (c), (d), and | ||||||
19 | (e) of this Section;
| ||||||
20 | (3) a member who exercises some or all of the authority | ||||||
21 | of a manager and conduct of the company's business is held | ||||||
22 | to the standards of conduct in subsections (b),
(c), (d), | ||||||
23 | and (e) of this Section to the extent that the member | ||||||
24 | exercises the
managerial authority vested in a manager by | ||||||
25 | this Act ; and
| ||||||
26 | (4) a manager is relieved of liability imposed by law |
| |||||||
| |||||||
1 | for violations of
the
standards prescribed by subsections
| ||||||
2 | (b), (c), (d), and (e) to the extent of the managerial | ||||||
3 | authority delegated to
the members by the operating | ||||||
4 | agreement.
| ||||||
5 | (Source: P.A. 95-331, eff. 8-21-07; 96-263, eff. 1-1-10.)
| ||||||
6 | (805 ILCS 180/15-5)
| ||||||
7 | Sec. 15-5. Operating agreement.
| ||||||
8 | (a) All
members of a
limited liability company may enter | ||||||
9 | into an operating agreement to
regulate the affairs of the | ||||||
10 | company and the conduct of its business and to
govern relations | ||||||
11 | among the members, managers, and company. The operating | ||||||
12 | agreement may establish that a limited liability company is a | ||||||
13 | manager-managed limited liability company and the rights and | ||||||
14 | duties under this Act of a person in the capacity of a manager. | ||||||
15 | To the extent
the operating agreement does not otherwise | ||||||
16 | provide, this Act governs relations
among the members, | ||||||
17 | managers, and company.
Except as provided in subsections | ||||||
18 | subsection (b) , (c), (d), and (e) of this Section, an operating | ||||||
19 | agreement
may modify any provision or provisions of this Act | ||||||
20 | governing relations among
the members, managers, and company.
| ||||||
21 | (b) The operating agreement may not:
| ||||||
22 | (1) unreasonably restrict a right to information or | ||||||
23 | access to records
under
Section 1-40 or Section 10-15;
| ||||||
24 | (2) vary the right to expel a member in an event | ||||||
25 | specified in subdivision
(6) of Section
35-45;
|
| |||||||
| |||||||
1 | (3) vary the requirement to wind up the limited | ||||||
2 | liability company's
business
in a case specified in | ||||||
3 | subdivision subdivisions (3) or (4) , (5), or (6) of | ||||||
4 | subsection (a) of Section 35-1;
| ||||||
5 | (4) restrict rights of a person, other than a manager, | ||||||
6 | member, and
transferee of a member's distributional | ||||||
7 | interest, under this Act;
| ||||||
8 | (5) restrict the power of a member to dissociate under | ||||||
9 | Section 35-50,
although an operating agreement may
| ||||||
10 | determine whether a dissociation is wrongful under Section | ||||||
11 | 35-50 , and it may
eliminate or vary the obligation of the | ||||||
12 | limited
liability company to purchase the dissociated | ||||||
13 | member's distributional interest
under Section
35-60 ;
| ||||||
14 | (6) (blank); eliminate or reduce a member's fiduciary | ||||||
15 | duties, but may;
| ||||||
16 | (A) identify specific types or categories of | ||||||
17 | activities that do not
violate these duties, if not | ||||||
18 | manifestly unreasonable; and
| ||||||
19 | (B) specify the number or percentage of members or | ||||||
20 | disinterested
managers that may authorize or ratify, | ||||||
21 | after full disclosure of all materials
facts, a | ||||||
22 | specific act or transaction that otherwise would | ||||||
23 | violate these duties;
| ||||||
24 | (6.5) eliminate or reduce the obligations or purposes a | ||||||
25 | low-profit limited liability company undertakes when | ||||||
26 | organized under Section 1-26; or
|
| |||||||
| |||||||
1 | (7) eliminate or reduce the obligation of good faith | ||||||
2 | and fair dealing
under
subsection (d) of Section 15-3, but | ||||||
3 | the operating agreement may determine the
standards by | ||||||
4 | which the performance of the member's duties or the | ||||||
5 | exercise of the member's rights obligation is to be | ||||||
6 | measured ; , if the
standards are not manifestly | ||||||
7 | unreasonable. | ||||||
8 | (8) eliminate, vary, or restrict the priority of a | ||||||
9 | statement of authority over provisions in the articles of | ||||||
10 | organization as provided in subsection (h) of Section | ||||||
11 | 13-15; | ||||||
12 | (9) vary the law applicable under Section 1-65; | ||||||
13 | (10) vary the power of the court under Section 5-50; or | ||||||
14 | (11) restrict the right to approve a merger, | ||||||
15 | conversion, or domestication under Article 37 of a member | ||||||
16 | that will have personal liability with respect to a | ||||||
17 | surviving, converted, or domesticated organization. | ||||||
18 | (c) The operating agreement may: | ||||||
19 | (1) restrict or eliminate a fiduciary duty, other than | ||||||
20 | the duty of care described in subsection (c) of Section | ||||||
21 | 15-3, but only to the extent the restriction or elimination | ||||||
22 | in the operating agreement is clear and unambiguous; | ||||||
23 | (2) identify specific types or categories of | ||||||
24 | activities that do not violate any fiduciary duty; and | ||||||
25 | (3) alter the duty of care, except to authorize | ||||||
26 | intentional misconduct or knowing violation of law. |
| |||||||
| |||||||
1 | (d) The operating agreement may specify the method by which | ||||||
2 | a specific act or transaction that would otherwise violate the | ||||||
3 | duty of loyalty may be authorized or ratified by one or more | ||||||
4 | disinterested and independent persons after full disclosure of | ||||||
5 | all material facts. | ||||||
6 | (e) The operating agreement may alter or eliminate the | ||||||
7 | right to payment or reimbursement for a member or manager | ||||||
8 | provided by Section 15-7 and may eliminate or limit a member or | ||||||
9 | manager's liability to the limited liability company and | ||||||
10 | members for money damages, except for: | ||||||
11 | (1) subject to subsections (c) and (d) of this Section, | ||||||
12 | breach of the duties as required in subdivisions (1), (2), | ||||||
13 | and (3) of subsection (b) of Section 15-3 and subsection | ||||||
14 | (g) of Section 15-3; | ||||||
15 | (2) a financial benefit received by the member or | ||||||
16 | manager to which the member or manager is not entitled; | ||||||
17 | (3) a breach of a duty under Section 25-35; | ||||||
18 | (4) intentional infliction of harm on the company or a | ||||||
19 | member; or | ||||||
20 | (5) an intentional violation of criminal law. | ||||||
21 | (f) A limited liability company is bound by and may enforce | ||||||
22 | the operating agreement, whether or not the company has itself | ||||||
23 | manifested assent to the operating agreement. | ||||||
24 | (g) A person that becomes a member of a limited liability | ||||||
25 | company is deemed to assent to the operating agreement. | ||||||
26 | (h) An operating agreement may be entered into before, |
| |||||||
| |||||||
1 | after, or at the time of filing of articles of organization | ||||||
2 | and, whether entered into before, after, or at the time of the | ||||||
3 | filing, may be made effective as of the time of formation of | ||||||
4 | the limited liability company or as of the time or date | ||||||
5 | provided in the operating agreement.
| ||||||
6 | (c) In a limited liability company with only one member, | ||||||
7 | the operating
agreement
includes any of the following:
| ||||||
8 | (1) Any writing, without regard to whether the writing | ||||||
9 | otherwise
constitutes an
agreement, as to the company's | ||||||
10 | affairs signed by the sole
member.
| ||||||
11 | (2) Any written agreement between the member and the | ||||||
12 | company as to the
company's
affairs.
| ||||||
13 | (3) Any agreement, which need not be in writing, | ||||||
14 | between the member and
the
company as to a company's | ||||||
15 | affairs, provided that the company is managed by
a manager | ||||||
16 | who is a person other than the member.
| ||||||
17 | (Source: P.A. 96-126, eff. 1-1-10.)
| ||||||
18 | (805 ILCS 180/15-7)
| ||||||
19 | Sec. 15-7. Member and manager's right to payments and | ||||||
20 | reimbursement and indemnification .
| ||||||
21 | (a) A limited liability company shall reimburse a member or | ||||||
22 | manager for
payments made and indemnify a member or manager for | ||||||
23 | debts, obligations, or other liabilities
incurred by the member | ||||||
24 | or manager in the ordinary course of the member's or manager's | ||||||
25 | activities on behalf of the company, if, in making the payment |
| |||||||
| |||||||
1 | or incurring the debt, obligation, or other liability, the | ||||||
2 | member or manager complied with the duties stated in Sections | ||||||
3 | 15-3 and 25-35 business of the
company or for the preservation | ||||||
4 | of its business or property .
| ||||||
5 | (b) A limited liability company shall reimburse a member | ||||||
6 | for an advance to
the company beyond the amount of contribution | ||||||
7 | the member agreed to make.
| ||||||
8 | (c) A payment or advance made by a member that gives rise | ||||||
9 | to an obligation
of a limited liability company under | ||||||
10 | subsection (a) or (b) of this Section
constitutes a
loan to the | ||||||
11 | company upon which interest accrues from the date of the | ||||||
12 | payment or
advance.
| ||||||
13 | (d) A member is not entitled to remuneration for services | ||||||
14 | performed for a
limited liability company, except for | ||||||
15 | reasonable compensation for services
rendered in winding up the | ||||||
16 | business of the company.
| ||||||
17 | (e) A limited liability company may purchase and maintain | ||||||
18 | insurance on behalf of a member or manager of the company | ||||||
19 | against liability asserted against or incurred by the member or | ||||||
20 | manager in that capacity or arising from that status even if, | ||||||
21 | under subsection (e) of Section 15-5, the operating agreement | ||||||
22 | could not eliminate or limit the person's liability to the | ||||||
23 | company for the conduct giving rise to the liability. | ||||||
24 | (Source: P.A. 90-424, eff. 1-1-98.)
| ||||||
25 | (805 ILCS 180/20-1)
|
| |||||||
| |||||||
1 | Sec. 20-1. Form of contribution. The contribution
of a | ||||||
2 | member may be in cash, property, services rendered, or other | ||||||
3 | benefit, or
a promissory note or other obligation to contribute | ||||||
4 | cash or
property or to perform services.
| ||||||
5 | (Source: P.A. 87-1062.)
| ||||||
6 | (805 ILCS 180/20-5)
| ||||||
7 | Sec. 20-5. Member's liability for contributions.
| ||||||
8 | (a) (Blank).
| ||||||
9 | (b) (Blank).
| ||||||
10 | (c) A member's obligation to contribute money, property, or | ||||||
11 | other benefit
to, or
to perform services for, a limited | ||||||
12 | liability company is not
excused by the member's death, | ||||||
13 | disability, dissolution, or any other reason inability to | ||||||
14 | perform
personally . If a member does not make the required | ||||||
15 | contribution of property
or services, the member is obligated | ||||||
16 | at the option of the company to contribute
money equal to the | ||||||
17 | value of that portion of the required stated contribution
which | ||||||
18 | has not been made. The foregoing option does not limit the | ||||||
19 | availability of any remedy provided for in the operating | ||||||
20 | agreement or under law, including specific performance.
| ||||||
21 | (d) A creditor of a limited liability company who extends | ||||||
22 | credit or
otherwise acts in reliance on an obligation described | ||||||
23 | in subsection (c),
and
without notice of any compromise under | ||||||
24 | subdivision (4) of subsection (d) (c) of
Section 15-1, may | ||||||
25 | enforce the
original obligation.
|
| |||||||
| |||||||
1 | (e) Subject to Sections 1-43 and 15-5, the operating | ||||||
2 | agreement may provide that the interest of any member that | ||||||
3 | fails to make any contribution that the member is required to | ||||||
4 | make will be subject to specified remedies for, or specified | ||||||
5 | consequences of, the failure. The specified remedies or | ||||||
6 | consequences may include, without limitation: | ||||||
7 | (1) Loss of voting, approval, or other rights. | ||||||
8 | (2) Loss of the member's ability to participate in the | ||||||
9 | management or operations of the limited liability company. | ||||||
10 | (3) Liquidated damages. | ||||||
11 | (4) Diluting, reducing, or eliminating the defaulting | ||||||
12 | member's proportionate interest in the company. | ||||||
13 | (5) Subordinating the defaulting member's right to | ||||||
14 | receive distributions to that of the nondefaulting | ||||||
15 | members. | ||||||
16 | (6) Permitting the forced sale of the defaulting | ||||||
17 | member's interest in the company. | ||||||
18 | (7) Permitting one or more nondefaulting members to | ||||||
19 | lend the amount necessary to meet the defaulting member's | ||||||
20 | commitment. | ||||||
21 | (8) Adjusting the interest rates or other rates of | ||||||
22 | return, preferred, priority or otherwise, with respect to | ||||||
23 | contributions by or capital accounts of the nondefaulting | ||||||
24 | members. | ||||||
25 | (9) Fixing the value of the defaulting member's | ||||||
26 | interest by appraisal or formula and the redemption or sale |
| |||||||
| |||||||
1 | of the defaulting member's interest at that value. | ||||||
2 | (Source: P.A. 90-424, eff. 1-1-98.)
| ||||||
3 | (805 ILCS 180/25-35)
| ||||||
4 | Sec. 25-35. Liability for unlawful distributions.
| ||||||
5 | (a) Except as otherwise provided in subsections (b) and | ||||||
6 | (c), if a A member of a member-managed company or a member or | ||||||
7 | manager of a
manager-managed company consents who votes for or | ||||||
8 | assents to a distribution
made in violation of Section 25-30, | ||||||
9 | the articles of organization, or the
operating agreement and in | ||||||
10 | consenting to the distribution fails to comply with Section | ||||||
11 | 15-3, the member or manager is personally liable to the company | ||||||
12 | for the amount of
the distribution that exceeds the amount that | ||||||
13 | could have been distributed
without violating Section 25-30, | ||||||
14 | the articles of organization, or the
operating agreement if it | ||||||
15 | is established that the member or manager did not
perform the | ||||||
16 | member or manager's duties in compliance with Section 15-3 .
| ||||||
17 | (b) To the extent the operating agreement of a limited | ||||||
18 | liability company expressly relieves a member of the authority | ||||||
19 | and responsibility to consent to distributions and imposes that | ||||||
20 | authority and responsibility on one or more other members, the | ||||||
21 | liability stated in subsection (a) applies to the other members | ||||||
22 | and not the member that the operating agreement relieves of | ||||||
23 | authority and responsibility. | ||||||
24 | (c) If the members of a member-managed company or the | ||||||
25 | members or managers of a manager-managed company consent to a |
| |||||||
| |||||||
1 | distribution that violates the articles of organization or the | ||||||
2 | operating agreement, but does not violate Section 25-30, by a | ||||||
3 | vote that would have been sufficient to amend the articles of | ||||||
4 | organization or operating agreement, as the case may be, the | ||||||
5 | liability stated in subsection (a) does not apply. | ||||||
6 | (d) (b) A person that receives a distribution and that | ||||||
7 | member of a manager-managed company who knew the a distribution | ||||||
8 | was made
in violation of Section 25-30, the articles of | ||||||
9 | organization, or the
operating agreement is personally liable | ||||||
10 | to the company, but only to the extent
that the distribution | ||||||
11 | received by the person member exceeded the amount that
could | ||||||
12 | have been properly paid under Section 25-30.
| ||||||
13 | (e) (c) A person member or manager against whom an action | ||||||
14 | is brought under this Section
may implead in the action:
| ||||||
15 | (1) all other members or managers who consented voted | ||||||
16 | for or assented to the
distribution in violation of | ||||||
17 | subsection (a) of this Section and may compel
contribution | ||||||
18 | from
them; and
| ||||||
19 | (2) all persons members who received a distribution in | ||||||
20 | violation of subsection (d) (b)
of
this Section and
may | ||||||
21 | compel contribution from any person receiving such a | ||||||
22 | distribution the member in the amount received in violation
| ||||||
23 | of subsection (d) (b) of this Section.
| ||||||
24 | (f) (d) A proceeding under this Section is barred unless it | ||||||
25 | is commenced within
2 years after the distribution.
| ||||||
26 | (Source: P.A. 90-424, eff. 1-1-98.)
|
| |||||||
| |||||||
1 | (805 ILCS 180/Art. 30 heading) | ||||||
2 | Article 30. Transfer Assignment of Distributional Membership | ||||||
3 | Interests
| ||||||
4 | (805 ILCS 180/30-5)
| ||||||
5 | Sec. 30-5.
Transfer of a distributional
interest. | ||||||
6 | (a) A transfer of a distributional interest in whole or in | ||||||
7 | part: | ||||||
8 | (1) does not by itself cause dissolution and winding up | ||||||
9 | of the limited liability company's activities; and | ||||||
10 | (2) is subject to Section 30-10. | ||||||
11 | (b) A transfer of a
distributional
interest does not | ||||||
12 | entitle the transferee to
become or to exercise any rights of a | ||||||
13 | member. A transfer entitles the
transferee to receive, to the | ||||||
14 | extent transferred, only the distributions to
which the | ||||||
15 | transferor would be entitled.
| ||||||
16 | (Source: P.A. 90-424, eff. 1-1-98.)
| ||||||
17 | (805 ILCS 180/30-10)
| ||||||
18 | Sec. 30-10. Rights of a transferee.
| ||||||
19 | (a) A transferee of a distributional interest may become a | ||||||
20 | member of a
limited
liability company if and to the extent that | ||||||
21 | the transferor
gives the transferee the right in accordance | ||||||
22 | with authority described in the
operating agreement or all | ||||||
23 | other members consent.
|
| |||||||
| |||||||
1 | (b) A transferee who has become a member, to the extent | ||||||
2 | transferred, has the
rights and powers, and is subject to the | ||||||
3 | restrictions and liabilities, of
a member under the operating | ||||||
4 | agreement of a limited liability company and this
Act. A | ||||||
5 | transferee who becomes a member also is liable for the
| ||||||
6 | transferor member's obligations to make contributions under | ||||||
7 | Section 20-5 and
for obligations under Section 25-35 to return | ||||||
8 | unlawful distributions,
but the transferee is not obligated for | ||||||
9 | the transferor member's liabilities
unknown to the transferee | ||||||
10 | at the time the transferee becomes a member.
| ||||||
11 | (c) Whether or not a transferee of a distributional | ||||||
12 | interest becomes a
member
under subsection (a) of this Section, | ||||||
13 | the transferor is not released from
liability to
the limited | ||||||
14 | liability company under the operating agreement or this Act.
| ||||||
15 | (d) A transferee who does not become a member is not | ||||||
16 | entitled to participate
in the management or conduct of the | ||||||
17 | limited liability company's business,
require access to | ||||||
18 | information concerning the company's transactions, or , except | ||||||
19 | as provided in subsections (c) and (d) of Section 1-40, inspect
| ||||||
20 | or copy any of the company's records.
| ||||||
21 | (e) A transferee who does not become a member is entitled | ||||||
22 | to:
| ||||||
23 | (1) receive, in accordance with the transfer, | ||||||
24 | distributions to which the
transferor would otherwise be | ||||||
25 | entitled;
| ||||||
26 | (2) receive, upon dissolution and winding up of the |
| |||||||
| |||||||
1 | limited liability
company's business:
| ||||||
2 | (A) in accordance with the transfer, the net amount | ||||||
3 | otherwise
distributable to the transferor; and
| ||||||
4 | (B) a statement of account only from the date of | ||||||
5 | the latest statement of
account agreed to by all the | ||||||
6 | members . ; and
| ||||||
7 | (3) seek under subdivision (5) of Section 35-1 a | ||||||
8 | judicial determination
that it is
equitable to dissolve and | ||||||
9 | wind up the company's business.
| ||||||
10 | (f) A limited liability company need not give effect to a | ||||||
11 | transfer until it
has notice of the transfer.
| ||||||
12 | (Source: P.A. 97-813, eff. 7-13-12.)
| ||||||
13 | (805 ILCS 180/30-20)
| ||||||
14 | Sec. 30-20. Rights of creditor.
| ||||||
15 | (a) On application by a judgment creditor of a member or | ||||||
16 | transferee, a court may enter a charging order against the | ||||||
17 | distributional interest of the judgment debtor for the | ||||||
18 | unsatisfied amount of the judgment. A charging order | ||||||
19 | constitutes a lien on a judgment debtor's distributional | ||||||
20 | interest and requires the limited liability company to pay over | ||||||
21 | to the person to which the charging order was issued any | ||||||
22 | distribution that would otherwise be paid to the judgment | ||||||
23 | debtor. A charging order grants no other rights with respect to | ||||||
24 | the assets or affairs of the company On application by a | ||||||
25 | judgment creditor of a member of a limited
liability
company or |
| |||||||
| |||||||
1 | of a member's transferee, a court having
jurisdiction may | ||||||
2 | charge the distributional interest of the judgment debtor to
| ||||||
3 | satisfy the judgment. The court may appoint a receiver of the | ||||||
4 | share of
the distributions due or to become due to the judgment | ||||||
5 | debtor and make all
other orders, directions, accounts, and | ||||||
6 | inquiries the judgment debtor
might have made or which the | ||||||
7 | circumstances may require to give effect to the
charging order .
| ||||||
8 | (b) To the extent necessary to effectuate the collection of | ||||||
9 | distributions pursuant to a charging order in effect under | ||||||
10 | subsection (a), the court may: | ||||||
11 | (1) appoint a receiver of the distributions subject to | ||||||
12 | the charging order, with the power to make all inquiries | ||||||
13 | the judgment debtor might have made; and | ||||||
14 | (2) make all other orders necessary to give effect to | ||||||
15 | the charging order. A charging order constitutes a lien on | ||||||
16 | the judgment debtor's
distributional interest. The court | ||||||
17 | may order a foreclosure of a lien on a
distributional | ||||||
18 | interest subject to the charging order at any time. A | ||||||
19 | purchaser
at the foreclosure sale has the rights of a | ||||||
20 | transferee.
| ||||||
21 | (c) At any time the court may foreclose the lien and order | ||||||
22 | the sale of the distributional interest. The purchaser at the | ||||||
23 | foreclosure sale obtains only the distributional interest, | ||||||
24 | does not thereby become a member, and is subject to Section | ||||||
25 | 30-10. At any time before foreclosure, a distributional | ||||||
26 | interest in a limited
liability company that is charged may be |
| |||||||
| |||||||
1 | redeemed:
| ||||||
2 | (1) by the judgment debtor;
| ||||||
3 | (2) with property other than the company's property, by | ||||||
4 | one or more of the
other members; or
| ||||||
5 | (3) with the company's property, but only if permitted | ||||||
6 | by the operating
agreement.
| ||||||
7 | (d) At any time before foreclosure under subsection (c), | ||||||
8 | the member or transferee whose distributional interest is | ||||||
9 | subject to a charging order under subsection (a) may extinguish | ||||||
10 | the charging order by satisfying the judgment and filing a | ||||||
11 | certified copy of the satisfaction with the court that issued | ||||||
12 | the charging order. This Act does not affect a member's right | ||||||
13 | under exemption laws with
respect to the member's | ||||||
14 | distributional interest in a limited
liability company.
| ||||||
15 | (e) At any time before foreclosure under subsection (c), a | ||||||
16 | limited liability company or one or more members whose | ||||||
17 | distributional interests are not subject to the charging order | ||||||
18 | may satisfy the judgment and thereby succeed to the rights of | ||||||
19 | the judgment creditor, including the charging order. This | ||||||
20 | Section provides the exclusive remedy by which a judgment | ||||||
21 | creditor
of a member or a transferee may satisfy a judgment out | ||||||
22 | of the judgment
debtor's distributional interest in a limited | ||||||
23 | liability company.
| ||||||
24 | (f) This Act does not deprive any member or transferee of | ||||||
25 | the benefit of any exemption laws applicable to the member's or | ||||||
26 | transferee's distributional interest. |
| |||||||
| |||||||
1 | (g) This Section provides the exclusive remedy by which a | ||||||
2 | person seeking to enforce a judgment against a member or | ||||||
3 | transferee may, in the capacity of judgment creditor, satisfy | ||||||
4 | the judgment from the judgment debtor's distributional | ||||||
5 | interest. If and to the extent that other law permits a | ||||||
6 | judgment creditor to obtain a lien against the distributional | ||||||
7 | interest or other rights of a member or transferee of a member, | ||||||
8 | the lien shall be treated as a charging order subject to all | ||||||
9 | the provisions of this Section. | ||||||
10 | (Source: P.A. 90-424, eff. 1-1-98 .)
| ||||||
11 | (805 ILCS 180/30-25 new) | ||||||
12 | Sec. 30-25. Power of personal representative of deceased | ||||||
13 | member. If a member dies, the deceased member's personal | ||||||
14 | representative or other legal representative may exercise the | ||||||
15 | rights of a transferee provided in subsection (e) of Section | ||||||
16 | 30-10 and, for the purposes of settling the estate, the rights | ||||||
17 | of a current member under Section 10-15.
| ||||||
18 | (805 ILCS 180/35-1)
| ||||||
19 | Sec. 35-1.
Events causing dissolution and winding up of | ||||||
20 | company's
business. | ||||||
21 | (a)
A limited liability company is dissolved , and , unless | ||||||
22 | continued pursuant to
subsection (b) of Section 35-3, its | ||||||
23 | business must be wound
up , upon the occurrence of any of the | ||||||
24 | following events:
|
| |||||||
| |||||||
1 | (1) An event or circumstance that causes the | ||||||
2 | dissolution of a company by the express terms of specified | ||||||
3 | in the operating agreement.
| ||||||
4 | (2) The consent of all members Consent of the number or | ||||||
5 | percentage of members specified in the
operating | ||||||
6 | agreement .
| ||||||
7 | (3) The passage of 180 consecutive days during which | ||||||
8 | the company has no members An event that makes it unlawful | ||||||
9 | for all or substantially all of the
business of the company | ||||||
10 | to be continued, but any cure of illegality within 90
days | ||||||
11 | after notice to the company of the event is effective | ||||||
12 | retroactively to the
date of the event for purposes of this | ||||||
13 | Section .
| ||||||
14 | (4) On application by a member or a dissociated member, | ||||||
15 | upon entry of a
judicial decree that:
| ||||||
16 | (A) the economic purpose of the company has been or | ||||||
17 | is likely to be unreasonably
frustrated;
| ||||||
18 | (B) the another member has engaged in conduct of | ||||||
19 | all or substantially all of relating to the company's | ||||||
20 | activities is unlawful
business that makes it not | ||||||
21 | reasonably practicable to carry on the company's
| ||||||
22 | business with that member ;
| ||||||
23 | (C) it is not otherwise reasonably practicable to | ||||||
24 | carry on the company's
business in conformity with the | ||||||
25 | articles of organization and the operating
agreement . ;
| ||||||
26 | (5) On application by a member or transferee of a
(D) |
| |||||||
| |||||||
1 | the company failed to purchase the petitioner's | ||||||
2 | distributional
interest , upon entry of a judicial decree | ||||||
3 | that as required by Section 35-60; or
(E) the managers or | ||||||
4 | those members in control of the company : | ||||||
5 | (A) have acted, are
acting, or will act in a manner | ||||||
6 | that is illegal , oppressive, or fraudulent ; or
with | ||||||
7 | respect
to the petitioner. | ||||||
8 | (B) have acted or are acting in a manner that is | ||||||
9 | oppressive and was, is, or will be directly harmful to | ||||||
10 | the applicant.
| ||||||
11 | (5) On application by a transferee of a member's | ||||||
12 | interest, a judicial
determination that it is equitable to | ||||||
13 | wind up the company's business.
| ||||||
14 | (6) Administrative dissolution under Section 35-25.
| ||||||
15 | (b) In a proceeding under subdivision (4) or (5) of | ||||||
16 | subsection (a), the court may order a remedy other than | ||||||
17 | dissolution including, but not limited to, a buyout of the | ||||||
18 | applicant's membership interest. | ||||||
19 | (Source: P.A. 90-424, eff. 1-1-98.)
| ||||||
20 | (805 ILCS 180/35-3)
| ||||||
21 | Sec. 35-3. Limited liability company continues after | ||||||
22 | dissolution.
| ||||||
23 | (a) Subject to subsections (b) , and (c) , and (d) of this
| ||||||
24 | Section, a limited liability company
continues after
| ||||||
25 | dissolution only for the purpose of winding up its business.
|
| |||||||
| |||||||
1 | (b) At any time after the dissolution of a limited | ||||||
2 | liability company and
before the winding up of its business is | ||||||
3 | completed, the members, including a
dissociated member whose | ||||||
4 | dissociation caused the dissolution, may unanimously
waive the | ||||||
5 | right to have the company's business wound up and the company
| ||||||
6 | terminated. In that case Any such waiver shall take effect | ||||||
7 | upon :
| ||||||
8 | (1) (blank);
| ||||||
9 | (2) (blank); | ||||||
10 | (3) the filing with the Secretary of State by the | ||||||
11 | limited liability company of all reports then due and | ||||||
12 | theretofore becoming due; | ||||||
13 | (4) the payment to the Secretary of State by the | ||||||
14 | limited liability company of all fees and penalties then | ||||||
15 | due and theretofore becoming due; and
| ||||||
16 | (5) the filing of articles of revocation of dissolution | ||||||
17 | setting forth: | ||||||
18 | (A) the name of the limited liability company at | ||||||
19 | the time of filing the articles of dissolution; | ||||||
20 | (B) if the name is not available for use as | ||||||
21 | determined by the Secretary of State at the time of | ||||||
22 | filing the articles of revocation of dissolution, the | ||||||
23 | name of the limited liability company as changed, | ||||||
24 | provided that any change of name is properly effected | ||||||
25 | under Section 1-10 and Section 5-25 of this Act; | ||||||
26 | (C) the effective date of the dissolution that was |
| |||||||
| |||||||
1 | revoked; | ||||||
2 | (D) the date that the revocation of dissolution was | ||||||
3 | authorized; | ||||||
4 | (E) a statement that the members have unanimously | ||||||
5 | waived the right to have the company's business wound | ||||||
6 | up and the company terminated; and | ||||||
7 | (F) the address, including street and number or | ||||||
8 | rural route number, of the registered office of the | ||||||
9 | limited liability company upon revocation of | ||||||
10 | dissolution and the name of its registered agent at | ||||||
11 | that address upon the revocation of dissolution of the | ||||||
12 | limited liability company, provided that any change | ||||||
13 | from either the registered office or the registered | ||||||
14 | agent at the time of dissolution is properly reported | ||||||
15 | under Section 1-35 of this Act. | ||||||
16 | Upon compliance with the provisions of this subsection, the | ||||||
17 | Secretary of State shall file the articles of revocation of | ||||||
18 | dissolution. Upon filing of the articles of revocation of | ||||||
19 | dissolution: | ||||||
20 | (1) (i) the limited liability company resumes carrying | ||||||
21 | on its business as if dissolution had never occurred, and | ||||||
22 | any liability incurred by the limited liability company or | ||||||
23 | a member after the dissolution and before the waiver is | ||||||
24 | determined as if the dissolution had never occurred; and | ||||||
25 | (2) (ii) the rights of a third party accruing under | ||||||
26 | subsection (a) of Section 35-7 or arising out of conduct in |
| |||||||
| |||||||
1 | reliance on the dissolution before the third party knew or | ||||||
2 | received a notification of the waiver are not adversely | ||||||
3 | affected. | ||||||
4 | (c) If there are no members, the legal representative of | ||||||
5 | the last remaining member may, within one year after the | ||||||
6 | occurrence of the event that caused the dissociation of the | ||||||
7 | last remaining member, agree in writing to continue the limited | ||||||
8 | liability company. In that event, the legal representative or | ||||||
9 | its nominee or designee will be admitted to the company as a | ||||||
10 | member and the company will not be dissolved or its business | ||||||
11 | wound up until the occurrence of a future event of dissolution, | ||||||
12 | if any. | ||||||
13 | (d) This Section does not apply in the case of a | ||||||
14 | dissolution described in subdivision (4), (5), or (6) of | ||||||
15 | Section 35-1. | ||||||
16 | (c) Unless otherwise provided in the articles of | ||||||
17 | organization or the
operating
agreement, the limited liability | ||||||
18 | company is not dissolved and is not required
to be wound up if:
| ||||||
19 | (1) within 6 months or such period as is provided for | ||||||
20 | in the articles of
organization or the operating agreement | ||||||
21 | after the occurrence of the event that
caused the | ||||||
22 | dissociation of the last remaining member, the personal
| ||||||
23 | representative of the last remaining member agrees in | ||||||
24 | writing to continue the
limited liability company until the | ||||||
25 | admission of the personal representative of
that member or | ||||||
26 | its nominee or designee to the limited liability company as |
| |||||||
| |||||||
1 | a
member, effective as of the occurrence of the event that | ||||||
2 | caused the
dissociation of the last remaining member, | ||||||
3 | provided that the articles of
organization or the operating | ||||||
4 | agreement may provide that the personal
representative of | ||||||
5 | the last remaining member shall be
obligated to agree in | ||||||
6 | writing to continue the limited liability company and to
| ||||||
7 | the
admission of the personal representative of that member | ||||||
8 | or its nominee or
designee to the limited liability company | ||||||
9 | as a member, effective as of the
occurrence of the event | ||||||
10 | that caused the dissociation of the last remaining
member;
| ||||||
11 | or
| ||||||
12 | (2) a member is admitted to the limited liability | ||||||
13 | company in the manner
provided for in the articles of | ||||||
14 | organization or the operating agreement,
effective as of | ||||||
15 | the occurrence of the event that caused the dissociation of | ||||||
16 | the
last remaining member, within 6 months or such other | ||||||
17 | period as is provided for
in the operating agreement after | ||||||
18 | the occurrence of the event that caused the
dissociation of | ||||||
19 | the last remaining member, pursuant to a provision of the
| ||||||
20 | articles of organization or the operating agreement that | ||||||
21 | specifically provides
for the admission of a member to the | ||||||
22 | limited liability company after there is
no longer a | ||||||
23 | remaining member of the limited liability company.
| ||||||
24 | (Source: P.A. 98-720, eff. 7-16-14.)
| ||||||
25 | (805 ILCS 180/35-4)
|
| |||||||
| |||||||
1 | Sec. 35-4. Wind
Right to wind up of limited liability | ||||||
2 | company's business. | ||||||
3 | (a) After dissolution, a member who has not wrongfully | ||||||
4 | dissociated may
participate in winding up a limited liability
| ||||||
5 | company's business , but
on application of any member, member's | ||||||
6 | legal representative, or transferee, the
Circuit Court, for | ||||||
7 | good cause shown, may order judicial supervision
of the winding | ||||||
8 | up .
| ||||||
9 | (b) If a dissolved limited liability company has no | ||||||
10 | members, the A legal representative of the last person to have | ||||||
11 | been a surviving member may wind up the a
limited liability | ||||||
12 | company's business of the company . If the person does so, the | ||||||
13 | person has the powers of a sole manager under subsection (b) of | ||||||
14 | Section 15-1 and is deemed to be a manager for the purposes of | ||||||
15 | subsection (a) of Section 10-10.
| ||||||
16 | (c) A person winding up a limited liability company's | ||||||
17 | business (1) may preserve
the company's business or property as | ||||||
18 | a going concern for a reasonable
time, prosecute and defend | ||||||
19 | actions and proceedings, whether civil, criminal, or
| ||||||
20 | administrative, settle and close the company's business, | ||||||
21 | dispose of
and transfer the company's property, settle disputes | ||||||
22 | by mediation or arbitration, and perform other acts necessary | ||||||
23 | or appropriate to winding up and (2) shall discharge the | ||||||
24 | company's debts, obligations, or other liabilities, settle and | ||||||
25 | close the company's business and marshal and
distribute the | ||||||
26 | assets of the company pursuant to Section 35-10 , settle
|
| |||||||
| |||||||
1 | disputes by mediation or arbitration, and perform other | ||||||
2 | necessary acts .
| ||||||
3 | (d) If the legal representative under subsection (b) | ||||||
4 | declines or fails to wind up the company's business, a person | ||||||
5 | may be appointed to do so by the consent of transferees owning | ||||||
6 | a majority of the rights to receive distributions as | ||||||
7 | transferees at the time the consent is to be effective. A | ||||||
8 | person appointed under this subsection: | ||||||
9 | (1) has the powers of a sole manager under subsection | ||||||
10 | (b) of Section 15-1 and is deemed to be a manager for the | ||||||
11 | purposes of subsection (a) of Section 10-10; and | ||||||
12 | (2) shall promptly deliver to the Secretary of State | ||||||
13 | for filing an amendment to the company's articles of | ||||||
14 | organization to: | ||||||
15 | (A) state that the company has no members; | ||||||
16 | (B) state that the person has been appointed | ||||||
17 | pursuant to this subsection to wind up the company; and | ||||||
18 | (C) provide the mailing addresses of the person. | ||||||
19 | (e) The circuit court may order judicial supervision of the | ||||||
20 | winding up of a dissolved limited liability company, including | ||||||
21 | the appointment of a person to wind up the company's business: | ||||||
22 | (1) on application of a member, if the applicant | ||||||
23 | establishes good cause; | ||||||
24 | (2) on the application of a transferee, if: | ||||||
25 | (A) the company does not have any members; | ||||||
26 | (B) the legal representative of the last person to |
| |||||||
| |||||||
1 | have been a member declines or fails to wind up the | ||||||
2 | company's business; and | ||||||
3 | (C) within a reasonable time following the | ||||||
4 | dissolution a person has not been appointed pursuant to | ||||||
5 | subsection (d); or | ||||||
6 | (3) in connection with a proceeding under subdivision | ||||||
7 | (4) of subsection (a) of Section 35-1. | ||||||
8 | (Source: P.A. 90-424, eff. 1-1-98.)
| ||||||
9 | (805 ILCS 180/35-7)
| ||||||
10 | Sec. 35-7. Member or manager's power and liability as agent | ||||||
11 | after
dissolution. | ||||||
12 | (a) A limited liability company is bound by a member or | ||||||
13 | manager's act after
dissolution that:
| ||||||
14 | (1) is appropriate for winding up the company's | ||||||
15 | business; or
| ||||||
16 | (2) would have bound the company under Section 13-5 | ||||||
17 | before dissolution,
if the other party to the transaction | ||||||
18 | did not have notice of the dissolution.
| ||||||
19 | (b) A member or manager who, with knowledge of the | ||||||
20 | dissolution, subjects a
limited liability company to liability | ||||||
21 | by an act that is not appropriate for
winding up the company's | ||||||
22 | business is liable to the company for any damage
caused to the | ||||||
23 | company arising from the liability.
| ||||||
24 | (Source: P.A. 90-424, eff. 1-1-98.)
|
| |||||||
| |||||||
1 | (805 ILCS 180/35-15)
| ||||||
2 | Sec. 35-15. Statement Articles of termination dissolution . | ||||||
3 | When a all
debts, liabilities, and obligations of the limited | ||||||
4 | liability
company has been wound up, a statement of termination | ||||||
5 | have been paid and discharged or adequate provision
has been | ||||||
6 | made therefor and all of the remaining property and
assets of | ||||||
7 | the limited liability company have been distributed
to the | ||||||
8 | members, articles of dissolution shall be executed in
duplicate | ||||||
9 | in the manner prescribed in Section 5-45 and shall
set forth | ||||||
10 | all of the following:
| ||||||
11 | (1) The name of the limited liability company ; .
| ||||||
12 | (2) A post office address to which may be mailed a copy | ||||||
13 | of any process against the company that may be served upon | ||||||
14 | the Secretary of State; and | ||||||
15 | (3) A statement that the limited liability company has | ||||||
16 | been terminated. (2) That all debts, obligations, and | ||||||
17 | liabilities of the
limited liability company have been paid | ||||||
18 | and discharged or
that adequate provision has been made | ||||||
19 | therefor .
| ||||||
20 | (3) That all the remaining property and assets of the
| ||||||
21 | limited liability company have been distributed among its
| ||||||
22 | members in accordance with their respective rights and
| ||||||
23 | interests.
| ||||||
24 | (4) That there are no suits pending against the company
| ||||||
25 | in any court or that adequate provision has been made for | ||||||
26 | the
satisfaction of any judgment, order, or decree that may |
| |||||||
| |||||||
1 | be
entered against it in any pending suit.
| ||||||
2 | (Source: P.A. 87-1062.)
| ||||||
3 | (805 ILCS 180/35-20)
| ||||||
4 | Sec. 35-20. Filing of statement articles of termination | ||||||
5 | dissolution .
| ||||||
6 | (a) Duplicate originals of the statement articles of | ||||||
7 | termination dissolution
shall be delivered to the Secretary of | ||||||
8 | State. If the
Secretary of State finds that the statement | ||||||
9 | articles of termination conforms dissolution
conform to law, he | ||||||
10 | or she shall, when all required fees
have been paid:
| ||||||
11 | (1) endorse on each duplicate original the word
"Filed" | ||||||
12 | and the date of the filing thereof; and
| ||||||
13 | (2) file one duplicate original in his or her
office.
| ||||||
14 | (b) A duplicate original of the statement articles of | ||||||
15 | termination dissolution
shall be returned to the | ||||||
16 | representative of the dissolved
limited liability company. | ||||||
17 | Upon the filing of a statement the articles
of termination | ||||||
18 | dissolution , the existence of the company shall terminate, and
| ||||||
19 | its articles of organization shall be deemed cancelled,
except | ||||||
20 | for the purpose of suits, other proceedings, and
appropriate | ||||||
21 | action as provided in this Article. The manager
or managers or | ||||||
22 | member or members at the time of termination, or those that
| ||||||
23 | remain, shall thereafter be trustee for the members and
| ||||||
24 | creditors of the terminated company and, in
that capacity, | ||||||
25 | shall have authority to convey or distribute
any company |
| |||||||
| |||||||
1 | property discovered after termination and take
any other action | ||||||
2 | that may be necessary on behalf of and in the
name of the | ||||||
3 | terminated company.
| ||||||
4 | (Source: P.A. 90-424, eff. 1-1-98.)
| ||||||
5 | (805 ILCS 180/35-37 new) | ||||||
6 | Sec. 35-37. Administrative dissolution; limited liability | ||||||
7 | company name. The Secretary of State shall not allow another | ||||||
8 | limited liability company or corporation to use the name of a | ||||||
9 | domestic limited liability company that has been | ||||||
10 | administratively dissolved until 3 years have elapsed | ||||||
11 | following the date of issuance of the notice of dissolution. If | ||||||
12 | the domestic limited liability company that has been | ||||||
13 | administratively dissolved is reinstated within 3 years after | ||||||
14 | the date of issuance of the notice of dissolution, the domestic | ||||||
15 | limited liability company shall continue under its previous | ||||||
16 | name unless the limited liability company changes its name upon | ||||||
17 | reinstatement.
| ||||||
18 | (805 ILCS 180/35-45)
| ||||||
19 | Sec. 35-45. Events causing member's dissociation. A member | ||||||
20 | is dissociated from a limited liability company upon the | ||||||
21 | occurrence of
any of the following events:
| ||||||
22 | (1) The company's having notice of the member's express | ||||||
23 | will to withdraw
upon
the date of notice or on a later date | ||||||
24 | specified by the member.
|
| |||||||
| |||||||
1 | (2) An event agreed to in the operating agreement as | ||||||
2 | causing the member's
dissociation.
| ||||||
3 | (3) Upon transfer of all of a member's distributional | ||||||
4 | interest, other than a
transfer for security purposes or a | ||||||
5 | court order charging the member's
distributional interest that | ||||||
6 | has not been foreclosed.
| ||||||
7 | (4) The member's expulsion pursuant to the operating | ||||||
8 | agreement.
| ||||||
9 | (5) The member's expulsion by unanimous vote of the other | ||||||
10 | members if:
| ||||||
11 | (A) it is unlawful to carry on the company's business | ||||||
12 | with the member;
| ||||||
13 | (B) there has been a transfer of substantially all of | ||||||
14 | the member's
distributional interest, other than a | ||||||
15 | transfer for security purposes or a court
order charging | ||||||
16 | the member's distributional interest that has not been
| ||||||
17 | foreclosed;
| ||||||
18 | (C) within 90 days after the company notifies a | ||||||
19 | corporate member that it
will be expelled because it has | ||||||
20 | filed a certificate of dissolution or the
equivalent, its | ||||||
21 | charter has been revoked, or its right to conduct business | ||||||
22 | has
been suspended by the jurisdiction of its | ||||||
23 | incorporation, the member
fails to obtain a revocation of | ||||||
24 | the certificate of dissolution or a
reinstatement of its | ||||||
25 | charter or its right to conduct business; or
| ||||||
26 | (D) a partnership or a limited liability company that |
| |||||||
| |||||||
1 | is a member has been
dissolved and its business is being | ||||||
2 | wound up.
| ||||||
3 | (6) On application by the company or another member, the | ||||||
4 | member's expulsion
by judicial determination because the | ||||||
5 | member:
| ||||||
6 | (A) engaged in wrongful conduct that adversely and | ||||||
7 | materially affected the
company's business;
| ||||||
8 | (B) willfully or persistently committed a material | ||||||
9 | breach of the operating
agreement or of a duty owed to the | ||||||
10 | company or the other members under Section
15-3; or
| ||||||
11 | (C) engaged in conduct relating to the company's | ||||||
12 | business that makes it
not reasonably practicable to carry on | ||||||
13 | the business with the member.
| ||||||
14 | (7) The member's:
| ||||||
15 | (A) becoming a debtor in bankruptcy;
| ||||||
16 | (B) executing an assignment for the benefit of | ||||||
17 | creditors;
| ||||||
18 | (C) seeking, consenting to, or acquiescing in the | ||||||
19 | appointment of a
trustee, receiver, or liquidator of the | ||||||
20 | member or of all or substantially all
of
the member's | ||||||
21 | property; or
| ||||||
22 | (D) failing, within 90 days after the appointment, to | ||||||
23 | have vacated or
stayed the appointment of a trustee, | ||||||
24 | receiver, or liquidator of the member or
of
all or | ||||||
25 | substantially all of the member's property obtained | ||||||
26 | without the member's
consent or acquiescence, or failing |
| |||||||
| |||||||
1 | within 90 days after the
expiration of a stay to have the | ||||||
2 | appointment vacated.
| ||||||
3 | (8) In the case of a member who is an individual:
| ||||||
4 | (A) the member's death;
| ||||||
5 | (B) the appointment of a guardian or general | ||||||
6 | conservator for the member;
or
| ||||||
7 | (C) a judicial determination that the member has | ||||||
8 | otherwise become
incapable of performing the member's | ||||||
9 | duties under the operating agreement.
| ||||||
10 | (9) In the case of a member that is a trust or is acting as | ||||||
11 | a member by
virtue of being a trustee of a trust, distribution | ||||||
12 | of the trust's
entire rights to receive distributions from the | ||||||
13 | company, but not merely by
reason of the substitution of a | ||||||
14 | successor trustee.
| ||||||
15 | (10) In the case of a member that is an estate or is acting | ||||||
16 | as a member by
virtue of being a personal representative of an | ||||||
17 | estate, distribution of the
estate's entire rights to receive | ||||||
18 | distributions from the company, but not
merely the substitution | ||||||
19 | of a successor personal representative.
| ||||||
20 | (11) Termination of the existence of a member if the member | ||||||
21 | is not an
individual, estate, or trust other than a business | ||||||
22 | trust.
| ||||||
23 | (12) In the case of a company that participates in a merger | ||||||
24 | under Article 37, if: | ||||||
25 | (A) the company is not the surviving entity; or | ||||||
26 | (B) otherwise as a result of the merger, the person |
| |||||||
| |||||||
1 | ceases to be a member. | ||||||
2 | (13) The company participates in a conversion under Article | ||||||
3 | 37. | ||||||
4 | (14) The company participates in a domestication under | ||||||
5 | Article 37, if, as a result, the person ceases to be a member. | ||||||
6 | (Source: P.A. 90-424, eff. 1-1-98.)
| ||||||
7 | (805 ILCS 180/35-55)
| ||||||
8 | Sec. 35-55. Effect of member's dissociation.
| ||||||
9 | (a) Upon a member's dissociation the company must cause the | ||||||
10 | dissociated
member's distributional interest to be purchased | ||||||
11 | under Section 35-60. (b) Upon a member's dissociation from a | ||||||
12 | limited liability company:
| ||||||
13 | (1) the
member's right to participate in the management | ||||||
14 | and conduct of the company's
business terminates, except as | ||||||
15 | otherwise provided in Section 35-4, and the
member ceases | ||||||
16 | to be a member and is treated the same as a transferee of a
| ||||||
17 | member;
| ||||||
18 | (2) the member's fiduciary duties terminate, except as | ||||||
19 | provided in
subdivision (3) of this subsection (a) (b) ; and
| ||||||
20 | (3) the member's duty of loyalty under subdivisions (1) | ||||||
21 | and (2) of
subsection (b) of Section 15-3 and duty of care | ||||||
22 | under subsection (c) of Section
15-3 continue only with | ||||||
23 | regard to matters arising and events occurring before
the | ||||||
24 | member's dissociation, unless the member participates in | ||||||
25 | winding up the
company's business pursuant to Section 35-4 ; |
| |||||||
| |||||||
1 | and .
| ||||||
2 | (4) subject to Section 30-25 and Article 37, any | ||||||
3 | distributional interest owned by the person immediately | ||||||
4 | before dissociation in the person's capacity as a member is | ||||||
5 | owned by the person solely as a transferee. | ||||||
6 | (b) A person's dissociation as a member of a limited | ||||||
7 | liability company does not of itself discharge the person from | ||||||
8 | any debt, obligation, or other liability to the company or the | ||||||
9 | other members which the person incurred while a member. | ||||||
10 | (Source: P.A. 90-424, eff. 1-1-98.)
| ||||||
11 | (805 ILCS 180/Art. 37 heading) | ||||||
12 | Article 37. Conversions, domestications, mergers, and series
| ||||||
13 | (Source: P.A. 97-839, eff. 7-20-12.)
| ||||||
14 | (805 ILCS 180/37-5)
| ||||||
15 | Sec. 37-5. Definitions. In this Article:
| ||||||
16 | "Constituent limited liability company" means a | ||||||
17 | constituent organization that is a limited liability company. | ||||||
18 | "Constituent organization" means an organization that is | ||||||
19 | party to a merger. | ||||||
20 | "Converted organization" means the organization into which | ||||||
21 | a converting organization converts pursuant to Sections 37-10 | ||||||
22 | through 37-17. | ||||||
23 | "Converting limited liability company" means a converting | ||||||
24 | organization that is a limited liability company. |
| |||||||
| |||||||
1 | "Converting organization" means an organization that | ||||||
2 | converts into another organization pursuant to Sections 37-10 | ||||||
3 | through 37-17. | ||||||
4 | "Domesticated company" means the company that exists after | ||||||
5 | a domesticating foreign limited liability company or limited | ||||||
6 | liability company effects a domestication pursuant to Sections | ||||||
7 | 37-31 through 37-34. | ||||||
8 | "Domesticating company" means the company that effects a | ||||||
9 | domestication pursuant to Sections 37-31 through 37-34. | ||||||
10 | "Governing statute" means the statute that governs an | ||||||
11 | organization's internal affairs. | ||||||
12 | "Organization" means a general partnership, including a | ||||||
13 | limited liability partnership, limited partnership, including | ||||||
14 | a limited liability limited partnership, limited liability | ||||||
15 | company, business trust, corporation, or any other person | ||||||
16 | having a governing statute. The term includes a domestic or | ||||||
17 | foreign organization regardless of whether organized for | ||||||
18 | profit. | ||||||
19 | "Organizational document" means: | ||||||
20 | (1) for a domestic or foreign general partnership, its | ||||||
21 | partnership agreement; | ||||||
22 | (2) for a limited partnership or foreign limited | ||||||
23 | partnership, its certificate of limited partnership and | ||||||
24 | partnership agreement; | ||||||
25 | (3) for a domestic or foreign limited liability | ||||||
26 | company, its certificate or articles of organization and |
| |||||||
| |||||||
1 | operating agreement, or comparable records as provided in | ||||||
2 | its governing statute; | ||||||
3 | (4) for a business trust, its agreement of trust and | ||||||
4 | declaration of trust; | ||||||
5 | (5) for a domestic or foreign corporation for profit, | ||||||
6 | its articles of incorporation, bylaws, and any agreements | ||||||
7 | among its shareholders which are authorized by its | ||||||
8 | governing statute, or comparable records as provided in its | ||||||
9 | governing statute; and | ||||||
10 | (6) for any other organization, the basic records that | ||||||
11 | create the organization and determine its internal | ||||||
12 | governance and the relations among the persons that own it, | ||||||
13 | have an interest in it, or are members of it. | ||||||
14 | "Personal liability" means liability for a debt, | ||||||
15 | obligation, or other liability of an organization which is | ||||||
16 | imposed on a person that co-owns, has an interest in, or is a | ||||||
17 | member of the organization: | ||||||
18 | (1) by the governing statute solely by reason of the | ||||||
19 | person co-owning, having an interest in, or being a member | ||||||
20 | of the organization; or | ||||||
21 | (2) by the organization's organizational documents | ||||||
22 | under a provision of the governing statute authorizing | ||||||
23 | those documents to make one or more specified persons | ||||||
24 | liable for all or specified debts, obligations, or other | ||||||
25 | liabilities of the organization solely by reason of the | ||||||
26 | person or persons co-owning, having an interest in, or |
| |||||||
| |||||||
1 | being a member of the organization. | ||||||
2 | "Surviving organization" means an organization into which | ||||||
3 | one or more other organizations are merged, whether the | ||||||
4 | organization preexisted the merger or was created by the | ||||||
5 | merger. | ||||||
6 | "Corporation" means (i) a corporation under the Business | ||||||
7 | Corporation Act
of 1983,
a
predecessor law, or comparable law | ||||||
8 | of another jurisdiction or (ii) a bank or
savings bank.
| ||||||
9 | "General partner" means a partner in a partnership and a | ||||||
10 | general partner in a
limited partnership.
| ||||||
11 | "Limited partner" means a limited partner in a limited | ||||||
12 | partnership.
| ||||||
13 | "Limited partnership" means a limited partnership created | ||||||
14 | under the
Uniform Limited Partnership Act (2001), a predecessor | ||||||
15 | law, or comparable law
of another jurisdiction.
| ||||||
16 | "Partner" includes a general partner and a limited partner.
| ||||||
17 | "Partnership" means a general partnership under the | ||||||
18 | Uniform Partnership Act (1997),
a predecessor law, or | ||||||
19 | comparable law of another jurisdiction.
| ||||||
20 | "Partnership agreement" means an agreement among the | ||||||
21 | partners concerning the
partnership or limited partnership.
| ||||||
22 | "Shareholder" means a shareholder in a corporation.
| ||||||
23 | (Source: P.A. 96-328, eff. 8-11-09.)
| ||||||
24 | (805 ILCS 180/37-10)
| ||||||
25 | Sec. 37-10. Conversion of partnership or limited |
| |||||||
| |||||||
1 | partnership to limited
liability company . | ||||||
2 | (a) An organization other than a limited liability company | ||||||
3 | or a foreign limited liability company may convert to a limited | ||||||
4 | liability company, and a limited liability company may convert | ||||||
5 | to an organization other than a foreign limited liability | ||||||
6 | company pursuant to this Section, Sections 37-15 through 37-17, | ||||||
7 | and a plan of conversion, if: | ||||||
8 | (1) the other organization's governing statute | ||||||
9 | authorizes the conversion; | ||||||
10 | (2) the conversion is not prohibited by the law of the | ||||||
11 | jurisdiction that enacted the other organization's | ||||||
12 | governing statute; and | ||||||
13 | (3) the other organization complies with its governing | ||||||
14 | statute in effecting the conversion. | ||||||
15 | (b) A plan of conversion must be in a record and must | ||||||
16 | include: | ||||||
17 | (1) the name and form of the organization before | ||||||
18 | conversion; | ||||||
19 | (2) the name and form of the organization after | ||||||
20 | conversion; | ||||||
21 | (3) the terms and conditions of the conversion, | ||||||
22 | including the manner and basis for converting interests in | ||||||
23 | the converting organization into any combination of money, | ||||||
24 | interests in the converted organization, and other | ||||||
25 | consideration; and | ||||||
26 | (4) the organizational documents of the converted |
| |||||||
| |||||||
1 | organization that are, or are proposed to be, in a record. | ||||||
2 | A partnership or limited partnership may be converted to a | ||||||
3 | limited
liability
company pursuant to this Section if | ||||||
4 | conversion to a limited
liability company is permitted | ||||||
5 | under the law governing the partnership or
limited | ||||||
6 | partnership.
| ||||||
7 | (b) The terms and conditions of a conversion of a | ||||||
8 | partnership or limited
partnership to a limited liability | ||||||
9 | company must be approved by all of the
partners or by a number | ||||||
10 | or percentage of the partners required for conversion
in the | ||||||
11 | partnership agreement.
| ||||||
12 | (c) An agreement of conversion must set forth the terms and | ||||||
13 | conditions of
the conversion of the interests of partners of a | ||||||
14 | partnership or of a limited
partnership, as the case may be, | ||||||
15 | into interests in the converted limited
liability company or | ||||||
16 | the cash or other consideration to be paid or delivered
as a | ||||||
17 | result of the conversion of the interests of the partners, or a
| ||||||
18 | combination thereof.
| ||||||
19 | (d) After a conversion is approved under subsection (b) of | ||||||
20 | this Section, the
partnership or
limited partnership shall file | ||||||
21 | articles of organization in the office of
the Secretary of | ||||||
22 | State that satisfy the requirements of Section 5-5 and
contain | ||||||
23 | all of the following:
| ||||||
24 | (1) A statement that the partnership or limited | ||||||
25 | partnership was converted
to a limited liability company | ||||||
26 | from a partnership or limited
partnership, as the case may |
| |||||||
| |||||||
1 | be.
| ||||||
2 | (2) Its former name.
| ||||||
3 | (3) A statement of the number of votes cast by the | ||||||
4 | partners entitled to
vote for and against the conversion | ||||||
5 | and, if the vote is less than unanimous,
the number or | ||||||
6 | percentage required to approve the conversion under | ||||||
7 | subsection
(b) of this Section.
| ||||||
8 | (4) In the case of a limited partnership, a statement | ||||||
9 | that the certificate
of limited partnership shall be | ||||||
10 | canceled as of the date the conversion took
effect.
| ||||||
11 | (e) In the case of a limited partnership, the filing of | ||||||
12 | articles of
organization under subsection (d) of this Section | ||||||
13 | cancels its certificate of
limited
partnership as of the date | ||||||
14 | the conversion took effect.
| ||||||
15 | (f) A conversion takes effect when the articles of | ||||||
16 | organization are filed in
the office of the Secretary of State | ||||||
17 | or on a date specified in the
articles of organization not | ||||||
18 | later than 30 days subsequent to the filing of the
articles of | ||||||
19 | organization.
| ||||||
20 | (g) A general partner who becomes a member of a limited | ||||||
21 | liability company as
a result of a conversion remains liable as | ||||||
22 | a partner for an obligation
incurred by the partnership or | ||||||
23 | limited partnership before the conversion takes
effect.
| ||||||
24 | (h) A general partner's liability for all obligations of | ||||||
25 | the limited
liability company incurred after the conversion | ||||||
26 | takes effect is that of a
member
of the company. A limited |
| |||||||
| |||||||
1 | partner who becomes a member as a result of a
conversion | ||||||
2 | remains liable only to the extent the limited partner was | ||||||
3 | liable
for an obligation incurred by the limited partnership | ||||||
4 | before the conversion
takes effect.
| ||||||
5 | (Source: P.A. 90-424, eff. 1-1-98.)
| ||||||
6 | (805 ILCS 180/37-15)
| ||||||
7 | Sec. 37-15. Effect of conversion; entity unchanged.
| ||||||
8 | (a) An organization A partnership or limited partnership | ||||||
9 | that has been converted pursuant to Sections 37-10 through | ||||||
10 | 37-17 under
this Article is for all purposes the same entity | ||||||
11 | that existed
before the conversion.
| ||||||
12 | (b) When a conversion takes effect:
| ||||||
13 | (1) all property owned by the converting organization | ||||||
14 | remains vested in the converted organization partnership | ||||||
15 | or limited
partnership
vests in the limited liability | ||||||
16 | company ;
| ||||||
17 | (2) all debts, liabilities, and other obligations , or | ||||||
18 | other liabilities of the converting organization
| ||||||
19 | partnership or limited partnership continue as debts, | ||||||
20 | obligations , or other liabilities of the converted | ||||||
21 | organization limited
liability company ;
| ||||||
22 | (3) an action or proceeding pending by or against the | ||||||
23 | converting organization
partnership
or limited partnership | ||||||
24 | may be continued as if the conversion had not
occurred;
| ||||||
25 | (4) except as prohibited by other law other than |
| |||||||
| |||||||
1 | Article 37 , all of the rights, privileges,
immunities, | ||||||
2 | powers, and purposes of the converting organization remain | ||||||
3 | vested in the converted organization partnership or | ||||||
4 | limited
partnership vest in the limited liability company ; | ||||||
5 | and
| ||||||
6 | (5) except as otherwise provided in the plan of | ||||||
7 | conversion, the terms and conditions of the plan of | ||||||
8 | conversion take effect; and | ||||||
9 | (6) except as otherwise agreed, the conversion does not | ||||||
10 | dissolve a converting limited liability company for the | ||||||
11 | purposes of Article 35. | ||||||
12 | (c) A converted organization that is a foreign organization | ||||||
13 | consents to the jurisdiction of the courts of this State to | ||||||
14 | enforce any debt, obligation, or other liability for which the | ||||||
15 | converting limited liability company is liable if, before the | ||||||
16 | conversion, the converting limited liability company was | ||||||
17 | subject to suit in this State on the debt, obligation, or other | ||||||
18 | liability. A converted organization that is a foreign | ||||||
19 | organization and not authorized to transact business in this | ||||||
20 | State appoints the Secretary of State as its agent for service | ||||||
21 | of process for purposes of enforcing a debt, obligation, or | ||||||
22 | other liability under this subsection. Service on the Secretary | ||||||
23 | of State under this subsection must be made in the same manner | ||||||
24 | and has the same consequences as in subsections (b) and (c) of | ||||||
25 | Section 1-50. agreement of conversion under
Section 37-10, all | ||||||
26 | of the partners of the converting partnership continue as
|
| |||||||
| |||||||
1 | members of the limited liability company. | ||||||
2 | (d) A converted organization that is a foreign organization | ||||||
3 | may not do business in this State until an application for that | ||||||
4 | authority is filed with the Secretary of State.
| ||||||
5 | (Source: P.A. 90-424, eff. 1-1-98.)
| ||||||
6 | (805 ILCS 180/37-16 new) | ||||||
7 | Sec. 37-16. Action on plan of conversion by converting | ||||||
8 | limited liability company. | ||||||
9 | (a) Subject to Section 37-36, a plan of conversion must be | ||||||
10 | consented to by all the members of a converting limited | ||||||
11 | liability company. | ||||||
12 | (b) Subject to Section 37-36 and any contractual rights, | ||||||
13 | after a conversion is approved, and at any time before a filing | ||||||
14 | is made under Section 37-17, a converting limited liability | ||||||
15 | company may amend the plan or abandon the conversion: | ||||||
16 | (1) as provided in the plan; or | ||||||
17 | (2) except as otherwise prohibited in the plan, by the | ||||||
18 | same consent as was required to approve the plan. | ||||||
19 | (805 ILCS 180/37-17 new) | ||||||
20 | Sec. 37-17. Filings required for conversion; effective | ||||||
21 | date. | ||||||
22 | (a) After a plan of conversion is approved: | ||||||
23 | (1) a converting limited liability company shall | ||||||
24 | deliver to the Secretary of State for filing articles of |
| |||||||
| |||||||
1 | conversion, which must be executed as provided in Section | ||||||
2 | 5-45 and must include: | ||||||
3 | (A) a statement that the limited liability company | ||||||
4 | has been converted into another organization; | ||||||
5 | (B) the name and form of the organization and the | ||||||
6 | jurisdiction of its governing statute; | ||||||
7 | (C) the date the conversion is effective under the | ||||||
8 | governing statute of the converted organization; | ||||||
9 | (D) a statement that the conversion was approved as | ||||||
10 | required by this Act; | ||||||
11 | (E) a statement that the conversion was approved as | ||||||
12 | required by the governing statute of the converted | ||||||
13 | organization; and | ||||||
14 | (F) if the converted organization is a foreign | ||||||
15 | organization not authorized to transact business in | ||||||
16 | this State, the street and mailing addresses of an | ||||||
17 | office which the Secretary of State may use for the | ||||||
18 | purposes of subsection (c) of Section 37-15; and | ||||||
19 | (2) if the converting organization is not a converting | ||||||
20 | limited liability company, the converting organization | ||||||
21 | shall deliver to the Secretary of State for filing, | ||||||
22 | articles of organization, which must include, in addition | ||||||
23 | to the information required by Section 5-5: | ||||||
24 | (A) a statement that the converted organization | ||||||
25 | was converted from another organization; | ||||||
26 | (B) the name and form of the converting |
| |||||||
| |||||||
1 | organization and the jurisdiction of its governing | ||||||
2 | statute; and | ||||||
3 | (C) a statement that the conversion was approved in | ||||||
4 | a manner that complied with the converting | ||||||
5 | organization's governing statute. | ||||||
6 | (b) A conversion becomes effective: | ||||||
7 | (1) if the converted organization is a limited | ||||||
8 | liability company, when the articles of organization take | ||||||
9 | effect; and | ||||||
10 | (2) if the converted organization is not a limited | ||||||
11 | liability company, as provided by the governing statute of | ||||||
12 | the converted organization.
| ||||||
13 | (805 ILCS 180/37-20)
| ||||||
14 | Sec. 37-20. Merger of entities.
| ||||||
15 | (a) A Pursuant to a plan of merger approved under | ||||||
16 | subsection (c) of this
Section, a limited
liability company may | ||||||
17 | merge be merged with one or more other constituent | ||||||
18 | organizations pursuant to this Section, Sections 37-21 through | ||||||
19 | 37-30, and a plan of merger, if: | ||||||
20 | (1) the governing statute of each of the other | ||||||
21 | organizations authorizes the merger; | ||||||
22 | (2) the merger is not prohibited by the law of a | ||||||
23 | jurisdiction that enacted any of the governing statutes; | ||||||
24 | and | ||||||
25 | (3) each of the other organizations complies with its |
| |||||||
| |||||||
1 | governing statute in effecting the merger. or into one or | ||||||
2 | more limited
liability companies, foreign limited | ||||||
3 | liability companies, corporations, foreign
corporations, | ||||||
4 | partnerships, foreign partnerships, limited
partnerships, | ||||||
5 | foreign limited partnerships, or other domestic or foreign
| ||||||
6 | entities if merger with or into a limited liability company | ||||||
7 | is permitted
under the law governing the domestic or | ||||||
8 | foreign entity.
| ||||||
9 | (b) A plan of merger must be in a record and must include | ||||||
10 | set forth all of the following :
| ||||||
11 | (1) the The name and form of each constituent | ||||||
12 | organization; entity that is a party to the merger.
| ||||||
13 | (2) the The name and form of the surviving organization | ||||||
14 | and, if the surviving organization is to be created by the | ||||||
15 | merger, a statement to that effect; entity into which the | ||||||
16 | other entities will
merge.
| ||||||
17 | (3) The type of organization of the surviving entity.
| ||||||
18 | (3) the (4) The terms and conditions of the merger , | ||||||
19 | including the .
(5) The manner and basis for converting the | ||||||
20 | interests in each constituent organization into any | ||||||
21 | combination of money , shares,
obligations,
or other | ||||||
22 | securities of each party to the merger into interests in , | ||||||
23 | shares,
obligations, or other securities of the surviving | ||||||
24 | organization, and other consideration; entity, or into | ||||||
25 | money or
other
property in whole or in part.
| ||||||
26 | (4) if the surviving organization is to be created by |
| |||||||
| |||||||
1 | the merger, the surviving organization's organizational | ||||||
2 | documents that are proposed to be in a record; and | ||||||
3 | (5) if the surviving organization is not to be created | ||||||
4 | by the merger, any amendments to be made by the merger to | ||||||
5 | the surviving organization's organizational documents that | ||||||
6 | are, or are proposed to be, in a record.
| ||||||
7 | (6) The street address of the surviving entity's | ||||||
8 | principal place of
business.
| ||||||
9 | (c) A plan of merger must be approved:
| ||||||
10 | (1) in the case of a limited liability company that is | ||||||
11 | a party to the
merger, by all of the members or by a number | ||||||
12 | or percentage of members
specified in the operating | ||||||
13 | agreement;
| ||||||
14 | (2) in the case of a foreign limited liability company | ||||||
15 | that is a party to
the merger, by the vote required for | ||||||
16 | approval of a merger by the law of the
state or foreign | ||||||
17 | jurisdiction in which the foreign limited liability | ||||||
18 | company is
organized;
| ||||||
19 | (3) in the case of a partnership or domestic limited | ||||||
20 | partnership that is a
party to the merger, by the vote | ||||||
21 | required for approval of a conversion
under Section | ||||||
22 | 37-5(b); and
| ||||||
23 | (4) in the case of any other entities that are parties | ||||||
24 | to the merger, by
the vote required for approval of a | ||||||
25 | merger by the law of this State or of the
state or foreign | ||||||
26 | jurisdiction in which the entity is organized and, in the
|
| |||||||
| |||||||
1 | absence of such a requirement, by all the owners of | ||||||
2 | interests in the
entity.
| ||||||
3 | (d) After a plan of merger is approved and before the | ||||||
4 | merger takes effect,
the plan may be amended or abandoned as | ||||||
5 | provided in the plan.
| ||||||
6 | (e) The merger is effective upon the filing of the articles | ||||||
7 | of merger with
the Secretary of State, or a later date as | ||||||
8 | specified in the articles of
merger not later than 30 days | ||||||
9 | subsequent to the filing of the plan of merger
under Section | ||||||
10 | 37-25.
| ||||||
11 | (Source: P.A. 90-424, eff. 1-1-98.)
| ||||||
12 | (805 ILCS 180/37-21 new) | ||||||
13 | Sec. 37-21. Action on plan of merger by constituent limited | ||||||
14 | liability company. | ||||||
15 | (a) Subject to Section 37-36, a plan of merger must be | ||||||
16 | consented to by all the members of a constituent limited | ||||||
17 | liability company. | ||||||
18 | (b) Subject to Section 37-36 and any contractual rights, | ||||||
19 | after a merger is approved and at any time before articles of | ||||||
20 | merger are delivered to the Secretary of State for filing under | ||||||
21 | Section 37-25, a constituent limited liability company may | ||||||
22 | amend the plan or abandon the merger: | ||||||
23 | (1) as provided in the plan; or | ||||||
24 | (2) except as otherwise prohibited in the plan, with | ||||||
25 | the same consent as was required to approve the plan.
|
| |||||||
| |||||||
1 | (805 ILCS 180/37-25)
| ||||||
2 | Sec. 37-25. Articles of merger.
| ||||||
3 | (a) After each constituent organization has approved a | ||||||
4 | approval of the plan of merger under Section 37-20,
unless the | ||||||
5 | merger
is abandoned under subsection (d) of Section 37-20 , | ||||||
6 | articles of merger must
be signed on behalf of : | ||||||
7 | (1) each constituent limited liability company as | ||||||
8 | provided in Section 5-45; and | ||||||
9 | (2) each other constituent organization, as provided | ||||||
10 | in its governing statute and other entity that is
a party | ||||||
11 | to the merger and delivered to the Secretary of State for
| ||||||
12 | filing . | ||||||
13 | (b) Articles of merger under this Section The articles must | ||||||
14 | include set forth all of the following :
| ||||||
15 | (1) the The name and form of each constituent | ||||||
16 | organization and the jurisdiction of its governing | ||||||
17 | statute; formation or organization of each of the
limited | ||||||
18 | liability companies and other entities that are parties to
| ||||||
19 | the merger.
| ||||||
20 | (2) For each limited liability company that is to | ||||||
21 | merge, the date its
articles of organization were filed | ||||||
22 | with the Secretary of State.
| ||||||
23 | (3) That a plan of merger has been approved and signed | ||||||
24 | by each limited
liability company and other entity that is | ||||||
25 | to merge and, if a corporation is a
party to the merger, a |
| |||||||
| |||||||
1 | copy of the plan as approved by the corporation shall be
| ||||||
2 | attached to the articles.
| ||||||
3 | (2) the (4) The name and form address of the surviving | ||||||
4 | organization, the jurisdiction of its governing statute | ||||||
5 | and, if the surviving organization is created by the | ||||||
6 | merger, a statement to that effect; limited liability | ||||||
7 | company or
other surviving entity.
| ||||||
8 | (3) the (5) The effective date of the merger is | ||||||
9 | effective under the governing statute of the surviving | ||||||
10 | organization; .
| ||||||
11 | (4) if the surviving organization is to be created by | ||||||
12 | the merger: | ||||||
13 | (A) if it will be a limited liability company, the | ||||||
14 | company's articles of organization; or | ||||||
15 | (B) if it will be an organization other than a | ||||||
16 | limited liability company, the organizational document | ||||||
17 | that creates the organization that is in a public | ||||||
18 | record; | ||||||
19 | (5) if the surviving organization preexists the | ||||||
20 | merger, any amendments provided for in the plan of merger | ||||||
21 | for the organizational document that created the | ||||||
22 | organization that are in a public record; | ||||||
23 | (6) a statement as to each constituent organization | ||||||
24 | that the merger was approved as required by the | ||||||
25 | organization's governing statute; | ||||||
26 | (7) if the surviving organization is a foreign |
| |||||||
| |||||||
1 | organization not authorized to transact business in this | ||||||
2 | State, the street and mailing addresses of an office the | ||||||
3 | Secretary of State may use for the purposes of subsection | ||||||
4 | (b) of Section 37-30; and | ||||||
5 | (8) any additional information required by the | ||||||
6 | governing statute of any constituent organization. | ||||||
7 | (c) Each constituent limited liability company shall | ||||||
8 | deliver the articles of merger for filing to the Secretary of | ||||||
9 | State, together with a copy of that portion of the plan of | ||||||
10 | merger that contains the name and form of each constituent | ||||||
11 | organization and the surviving organization. | ||||||
12 | (d) A merger becomes effective: | ||||||
13 | (1) if the surviving organization is a limited | ||||||
14 | liability company, upon the later of: | ||||||
15 | (A) the filing of the articles of merger with the | ||||||
16 | Secretary of State; or | ||||||
17 | (B) subject to Section 5-40, as specified in the | ||||||
18 | articles of merger; or | ||||||
19 | (2) if the surviving organization is not a limited | ||||||
20 | liability company, as provided by the governing statute of | ||||||
21 | the surviving organization.
| ||||||
22 | (6) If a limited liability company is the surviving | ||||||
23 | entity, any changes
in its articles of organization that | ||||||
24 | are necessary by reason of the merger.
| ||||||
25 | (7) If a party to a merger is a foreign limited | ||||||
26 | liability company, the
jurisdiction and date of filing of |
| |||||||
| |||||||
1 | its initial articles of organization and the
date when its | ||||||
2 | application for authority was filed by the Secretary of | ||||||
3 | State or,
if an application has not been filed, a statement | ||||||
4 | to that effect.
| ||||||
5 | (8) If the surviving entity is not a limited liability | ||||||
6 | company, an
agreement that the surviving entity may be | ||||||
7 | served with process in this State
and is
subject to | ||||||
8 | liability in any action or proceeding for the enforcement | ||||||
9 | of any
liability or obligation of any limited liability | ||||||
10 | company previously
subject to suit in this State which is | ||||||
11 | to merge, and for the enforcement, as
provided in this Act, | ||||||
12 | of the right of members of any limited liability
company to | ||||||
13 | receive payment for their interest against the surviving | ||||||
14 | entity.
| ||||||
15 | (b) If a foreign limited liability company is the surviving | ||||||
16 | entity of a
merger, it may not do business in this State until | ||||||
17 | an application
for that authority is filed with the Secretary | ||||||
18 | of State.
| ||||||
19 | (c) The surviving limited liability company or other entity | ||||||
20 | shall furnish a
copy of the plan of merger, on request and | ||||||
21 | without cost, to any member of
any limited liability company or | ||||||
22 | any person holding an interest in any other
entity that is to | ||||||
23 | merge.
| ||||||
24 | (d) To the extent the articles of merger are inconsistent | ||||||
25 | with the limited
liability company's articles of organization, | ||||||
26 | the articles of merger shall
operate as an amendment to the |
| |||||||
| |||||||
1 | company's articles of organization.
| ||||||
2 | (Source: P.A. 90-424, eff. 1-1-98.)
| ||||||
3 | (805 ILCS 180/37-30)
| ||||||
4 | Sec. 37-30. Effect of merger.
| ||||||
5 | (a) When a merger becomes effective takes effect :
| ||||||
6 | (1) the surviving organization continues or comes into | ||||||
7 | existence; | ||||||
8 | (2) each constituent organization that merges into the | ||||||
9 | surviving organization ceases to exist as a separate | ||||||
10 | entity; | ||||||
11 | (3) all property owned by each constituent | ||||||
12 | organization that ceases to exist vests in the surviving | ||||||
13 | organization; | ||||||
14 | (4) all debts, obligations, or other liabilities of | ||||||
15 | each constituent organization that ceases to exist | ||||||
16 | continue as debts, obligations, or other liabilities of the | ||||||
17 | surviving organization; | ||||||
18 | (5) an action or proceeding pending by or against any | ||||||
19 | constituent organization that ceases to exist may be | ||||||
20 | continued as if the merger had not occurred; | ||||||
21 | (6) except as prohibited by other law, all of the | ||||||
22 | rights, privileges, immunities, powers, and purposes of | ||||||
23 | each constituent organization that ceases to exist vest in | ||||||
24 | the surviving organization; | ||||||
25 | (7) except as otherwise provided in the plan of merger, |
| |||||||
| |||||||
1 | the terms and conditions of the plan of merger take effect; | ||||||
2 | (8) except as otherwise agreed, if a constituent | ||||||
3 | limited liability company ceases to exist, the merger does | ||||||
4 | not dissolve the limited liability company for the purposes | ||||||
5 | of Article 35; | ||||||
6 | (9) if the surviving organization is created by the | ||||||
7 | merger: | ||||||
8 | (A) if it is a limited liability company, the | ||||||
9 | articles of organization become effective; or | ||||||
10 | (B) if it is an organization other than a limited | ||||||
11 | liability company, the organizational document that | ||||||
12 | creates the organization becomes effective; and | ||||||
13 | (10) if the surviving organization preexisted the | ||||||
14 | merger, any amendments provided for in the articles of | ||||||
15 | merger for the organizational document that created the | ||||||
16 | organization become effective. | ||||||
17 | (b) A surviving organization that is a foreign organization | ||||||
18 | consents to the jurisdiction of the courts of this State to | ||||||
19 | enforce any debt, obligation, or other liability owed by a | ||||||
20 | constituent organization, if before the merger the constituent | ||||||
21 | organization was subject to suit in this State on the debt, | ||||||
22 | obligation, or other liability. A surviving organization that | ||||||
23 | is a foreign organization and not authorized to transact | ||||||
24 | business in this State appoints the Secretary of State as its | ||||||
25 | agent for service of process for the purposes of enforcing a | ||||||
26 | debt, obligation, or other liability under this subsection. |
| |||||||
| |||||||
1 | Service on the Secretary of State under this subsection must be | ||||||
2 | made in the same manner and has the same consequences as in | ||||||
3 | subsections (b) and (c) of Section 1-50. | ||||||
4 | (c) A surviving organization that is a foreign organization | ||||||
5 | may not do business in this State until an application for that | ||||||
6 | authority is filed with the Secretary of State.
| ||||||
7 | (1) the separate existence of each limited liability | ||||||
8 | company and other
entity that is a party to the merger, | ||||||
9 | other than the surviving
entity, terminates;
| ||||||
10 | (2) all property owned by each of the limited liability | ||||||
11 | companies and
other
entities that are party to the merger | ||||||
12 | vests in the surviving entity;
| ||||||
13 | (3) all debts, liabilities, and other obligations of | ||||||
14 | each limited
liability
company and other entity that is | ||||||
15 | party to the merger become the
obligations of the surviving | ||||||
16 | entity;
| ||||||
17 | (4) an action or proceeding pending by or against a | ||||||
18 | limited liability
company or other party to a merger may be | ||||||
19 | continued as if the merger had not
occurred or the | ||||||
20 | surviving entity may be substituted as a party to the | ||||||
21 | action or
proceeding; and
| ||||||
22 | (5) except as prohibited by other law, all the rights, | ||||||
23 | privileges,
immunities, powers, and purposes of every | ||||||
24 | limited liability company and other
entity that is a party | ||||||
25 | to a merger vest in the surviving entity.
| ||||||
26 | (b) The Secretary of State is an agent for service of |
| |||||||
| |||||||
1 | process in an action
or proceeding against the surviving | ||||||
2 | foreign entity to enforce an
obligation of any party to a | ||||||
3 | merger if the surviving foreign entity fails to
appoint or | ||||||
4 | maintain an agent designated for service of process in this
| ||||||
5 | State or the agent for service of process cannot with | ||||||
6 | reasonable diligence be
found at the designated office. Service | ||||||
7 | is effected under this
subsection (b) at the earliest of:
| ||||||
8 | (1) the date the company receives the process, notice, | ||||||
9 | or demand;
| ||||||
10 | (2) the date shown on the return receipt, if signed on | ||||||
11 | behalf of the
company; or
| ||||||
12 | (3) 5 days after its deposit in the mail, if mailed | ||||||
13 | postpaid and
correctly addressed.
| ||||||
14 | (c) Service under subsection (b) of this Section shall be | ||||||
15 | made by the person
instituting the
action by doing all of the | ||||||
16 | following:
| ||||||
17 | (1) Serving on the Secretary of State, or on any | ||||||
18 | employee having
responsibility for administering this Act, | ||||||
19 | a copy of the process, notice,
or demand, together with any | ||||||
20 | papers required by law to be delivered in
connection with | ||||||
21 | service and paying the fee prescribed by Article 50 of this
| ||||||
22 | Act.
| ||||||
23 | (2) Transmitting notice of the service on the Secretary | ||||||
24 | of State and a
copy of the process, notice, or demand and | ||||||
25 | accompanying papers to the surviving
entity being served, | ||||||
26 | by registered or certified mail at the address set forth
in |
| |||||||
| |||||||
1 | the articles of merger.
| ||||||
2 | (3) Attaching an affidavit of compliance with this | ||||||
3 | Section, in
substantially the form that the Secretary of | ||||||
4 | State may by rule
prescribe,
to the process, notice, or | ||||||
5 | demand.
| ||||||
6 | (d) Nothing contained in this Section shall limit or affect | ||||||
7 | the right to
serve any
process, notice, or demand required or | ||||||
8 | permitted by law to be
served upon a limited liability company | ||||||
9 | in any other manner now or hereafter
permitted by law.
| ||||||
10 | (e) A member of the surviving limited liability company is | ||||||
11 | liable for all
obligations of a party to the merger for which | ||||||
12 | the member was personally
liable before the merger.
| ||||||
13 | (f) Unless otherwise agreed, a merger of a limited | ||||||
14 | liability company that is
not the surviving entity in the | ||||||
15 | merger does not require the limited
liability company to wind | ||||||
16 | up its business under this Act or pay its liabilities
and | ||||||
17 | distribute its assets under this Act.
| ||||||
18 | (Source: P.A. 90-424, eff. 1-1-98.)
| ||||||
19 | (805 ILCS 180/37-31 new) | ||||||
20 | Sec. 37-31. Domestication. | ||||||
21 | (a) A foreign limited liability company may become a | ||||||
22 | limited liability company pursuant to this Section, Sections | ||||||
23 | 37-32, 37-33, and 37-34, and a plan of domestication, if: | ||||||
24 | (1) the foreign limited liability company's governing | ||||||
25 | statute authorizes the domestication; |
| |||||||
| |||||||
1 | (2) the domestication is not prohibited by the law of | ||||||
2 | the jurisdiction that enacted the governing statute; and | ||||||
3 | (3) the foreign limited liability company complies | ||||||
4 | with its governing statute in effecting the domestication. | ||||||
5 | (b) A limited liability company may become a foreign | ||||||
6 | limited liability company pursuant to this Section, Sections | ||||||
7 | 37-32, 37-33, and 37-34, and a plan of domestication, if: | ||||||
8 | (1) the foreign limited liability company's governing | ||||||
9 | statute authorizes the domestication; | ||||||
10 | (2) the domestication is not prohibited by the law of | ||||||
11 | the jurisdiction that enacted the governing statute; and | ||||||
12 | (3) the foreign limited liability company complies | ||||||
13 | with its governing statute in effecting the domestication. | ||||||
14 | (c) A plan of domestication must be in a record and must | ||||||
15 | include: | ||||||
16 | (1) the name of the domesticating company before | ||||||
17 | domestication and the jurisdiction of its governing | ||||||
18 | statute; | ||||||
19 | (2) the name of the domesticated company after | ||||||
20 | domestication and the jurisdiction of its governing | ||||||
21 | statute; | ||||||
22 | (3) the terms and conditions of the domestication, | ||||||
23 | including the manner and basis for converting interests in | ||||||
24 | the domesticating company into any combination of money, | ||||||
25 | interests in the domesticated company, and other | ||||||
26 | consideration; and |
| |||||||
| |||||||
1 | (4) the organizational documents of the domesticated | ||||||
2 | company that are, or are proposed to be, in a record. | ||||||
3 | (805 ILCS 180/37-32 new) | ||||||
4 | Sec. 37-32. Action on plan of domestication by | ||||||
5 | domesticating limited liability company. | ||||||
6 | (a) A plan of domestication must be consented to: | ||||||
7 | (1) by all the members, subject to Section 37-36, if | ||||||
8 | the domesticating company is a limited liability company; | ||||||
9 | and | ||||||
10 | (2) as provided in the domesticating company's | ||||||
11 | governing statute, if the company is a foreign limited | ||||||
12 | liability company. | ||||||
13 | (b) Subject to any contractual rights, after a | ||||||
14 | domestication is approved, and at any time before articles of | ||||||
15 | domestication are delivered to the Secretary of State for | ||||||
16 | filing under Section 37-33, a domesticating limited liability | ||||||
17 | company may amend the plan or abandon the domestication: | ||||||
18 | (1) as provided in the plan; or | ||||||
19 | (2) except as otherwise prohibited in the plan, by the | ||||||
20 | same consent as was required to approve the plan. | ||||||
21 | (805 ILCS 180/37-33 new) | ||||||
22 | Sec. 37-33. Filings required for domestication; effective | ||||||
23 | date. | ||||||
24 | (a) After a plan of domestication is approved, a |
| |||||||
| |||||||
1 | domesticating company shall deliver to the Secretary of State | ||||||
2 | for filing articles of domestication, which must include: | ||||||
3 | (1) a statement, as the case may be, that the company | ||||||
4 | has been domesticated from or into another jurisdiction; | ||||||
5 | (2) the name of the domesticating company and the | ||||||
6 | jurisdiction of its governing statute; | ||||||
7 | (3) the name of the domesticated company and the | ||||||
8 | jurisdiction of its governing statute; | ||||||
9 | (4) the date the domestication is effective under the | ||||||
10 | governing statute of the domesticated company; | ||||||
11 | (5) if the domesticating company was a limited | ||||||
12 | liability company, a statement that the domestication was | ||||||
13 | approved as required by this Act; | ||||||
14 | (6) if the domesticating company was a foreign limited | ||||||
15 | liability company, a statement that the domestication was | ||||||
16 | approved as required by the governing statute of the other | ||||||
17 | jurisdiction; | ||||||
18 | (7) if the domesticated company was a foreign limited | ||||||
19 | liability company not authorized to transact business in | ||||||
20 | this State, the street and mailing addresses of an office | ||||||
21 | that the Secretary of State may use for the purposes of | ||||||
22 | subsection (b) of Section 37-34; and | ||||||
23 | (8) if the domesticated company was a foreign limited | ||||||
24 | liability company, the company's articles of organization. | ||||||
25 | (b) A domestication becomes effective: | ||||||
26 | (1) when the articles of organization take effect, if |
| |||||||
| |||||||
1 | the domesticated company is a limited liability company; | ||||||
2 | and | ||||||
3 | (2) according to the governing statute of the | ||||||
4 | domesticated company, if the domesticated organization is | ||||||
5 | a foreign limited liability company. | ||||||
6 | (805 ILCS 180/37-34 new) | ||||||
7 | Sec. 37-34. Effect of domestication. | ||||||
8 | (a) When a domestication takes effect: | ||||||
9 | (1) the domesticated company is for all purposes the | ||||||
10 | company that existed before the domestication; | ||||||
11 | (2) all property owned by the domesticating company | ||||||
12 | remains vested in the domesticated company; | ||||||
13 | (3) all debts, obligations, or other liabilities of the | ||||||
14 | domesticating company continue as debts, obligations, or | ||||||
15 | other liabilities of the domesticated company; | ||||||
16 | (4) an action or proceeding pending by or against a | ||||||
17 | domesticating company may be continued as if the | ||||||
18 | domestication had not occurred; | ||||||
19 | (5) except as prohibited by other law, all of the | ||||||
20 | rights, privileges, immunities, powers, and purposes of | ||||||
21 | the domesticating company remain vested in the | ||||||
22 | domesticated company; | ||||||
23 | (6) except as otherwise provided in the plan of | ||||||
24 | domestication, the terms and conditions of the plan of | ||||||
25 | domestication take effect; and |
| |||||||
| |||||||
1 | (7) except as otherwise agreed, the domestication does | ||||||
2 | not dissolve a domesticating limited liability company for | ||||||
3 | the purposes of Article 35. | ||||||
4 | (b) A domesticated company that is a foreign limited | ||||||
5 | liability company consents to the jurisdiction of the courts of | ||||||
6 | this State to enforce any debt, obligation, or other liability | ||||||
7 | owed by the domesticating company, if, before the | ||||||
8 | domestication, the domesticating company was subject to suit in | ||||||
9 | this State on the debt, obligation, or other liability. A | ||||||
10 | domesticated company that is a foreign limited liability | ||||||
11 | company and not authorized to transact business in this State | ||||||
12 | appoints the Secretary of State as its agent for service of | ||||||
13 | process for purposes of enforcing a debt, obligation, or other | ||||||
14 | liability under this subsection. Service on the Secretary of | ||||||
15 | State under this subsection must be made in the same manner and | ||||||
16 | has the same consequences as in subsections (b) and (c) of | ||||||
17 | Section 1-50. | ||||||
18 | (c) If a limited liability company has adopted and approved | ||||||
19 | a plan of domestication under Section 37-32 providing for the | ||||||
20 | company to be domesticated in a foreign jurisdiction, a | ||||||
21 | statement surrendering the company's articles of organization | ||||||
22 | must be delivered to the Secretary of State for filing setting | ||||||
23 | forth: | ||||||
24 | (1) the name of the company; | ||||||
25 | (2) a statement that the articles of organization are | ||||||
26 | being surrendered in connection with the domestication of |
| |||||||
| |||||||
1 | the company in a foreign jurisdiction; | ||||||
2 | (3) a statement that the domestication was approved as | ||||||
3 | required by this Act; and | ||||||
4 | (4) the jurisdiction of formation of the domesticated | ||||||
5 | foreign limited liability company. | ||||||
6 | (d) A domesticated company that is a foreign limited | ||||||
7 | liability company may not do business in this State until an | ||||||
8 | application for that authority is filed with the Secretary of | ||||||
9 | State. | ||||||
10 | (805 ILCS 180/37-36 new) | ||||||
11 | Sec. 37-36. Restrictions on approval of mergers and | ||||||
12 | conversions. | ||||||
13 | (a) If a member of a merging or converting limited | ||||||
14 | liability company will have personal liability with respect to | ||||||
15 | a surviving or converted organization, approval or amendment of | ||||||
16 | a plan of merger or conversion is ineffective without the | ||||||
17 | consent of the member, unless: | ||||||
18 | (1) the company's operating agreement provides for | ||||||
19 | approval of a merger or conversion with the consent of | ||||||
20 | fewer than all the members; and | ||||||
21 | (2) the member has consented to the provision of the | ||||||
22 | operating agreement. | ||||||
23 | (b) A member does not give the consent required by | ||||||
24 | subsection (a) merely by consenting to a provision of the | ||||||
25 | operating agreement that permits the operating agreement to be |
| |||||||
| |||||||
1 | amended with the consent of fewer than all the members. | ||||||
2 | (805 ILCS 180/37-40) | ||||||
3 | Sec. 37-40. Series of members, managers or limited | ||||||
4 | liability company interests. | ||||||
5 | (a) An operating agreement may establish or provide for the | ||||||
6 | establishment of designated series of members, managers or | ||||||
7 | limited liability company interests having separate rights, | ||||||
8 | powers or duties with respect to specified property or | ||||||
9 | obligations of the limited liability company or profits and | ||||||
10 | losses associated with specified property or obligations, and | ||||||
11 | to the extent provided in the operating agreement, any such | ||||||
12 | series may have a separate business purpose or investment | ||||||
13 | objective.
| ||||||
14 | (b) Notwithstanding anything to the contrary set forth in | ||||||
15 | this Section or under other applicable law, in the event that | ||||||
16 | an operating agreement creates one or more series, and if | ||||||
17 | separate and distinct records are maintained for any such | ||||||
18 | series and the assets associated with any such series are held | ||||||
19 | (directly or indirectly, including through a nominee or | ||||||
20 | otherwise) and accounted for separately from the other assets | ||||||
21 | of the limited liability company, or any other series thereof, | ||||||
22 | and if the operating agreement so provides, and notice of the | ||||||
23 | limitation on liabilities of a series as referenced in this | ||||||
24 | subsection is set forth in the articles of organization of the | ||||||
25 | limited liability company and if the limited liability company |
| |||||||
| |||||||
1 | has filed a certificate of designation for each series which is | ||||||
2 | to have limited liability under this Section, then the debts, | ||||||
3 | liabilities and obligations incurred, contracted for or | ||||||
4 | otherwise existing with respect to a particular series shall be | ||||||
5 | enforceable against the assets of such series only, and not | ||||||
6 | against the assets of the limited liability company generally | ||||||
7 | or any other series thereof, and unless otherwise provided in | ||||||
8 | the operating agreement, none of the debts, liabilities, | ||||||
9 | obligations and expenses incurred, contracted for or otherwise | ||||||
10 | existing with respect to the limited liability company | ||||||
11 | generally or any other series thereof shall be enforceable | ||||||
12 | against the assets of such series. The fact that the articles | ||||||
13 | of organization contain the foregoing notice of the limitation | ||||||
14 | on liabilities of a series and a certificate of designation for | ||||||
15 | a series is on file in the Office of the Secretary of State | ||||||
16 | shall constitute notice of such limitation on liabilities of a | ||||||
17 | series. A series with limited liability shall be treated as a | ||||||
18 | separate entity to the extent set forth in the articles of | ||||||
19 | organization. Each series with limited liability may, in its | ||||||
20 | own name, contract, hold title to assets, grant security | ||||||
21 | interests, sue and be sued and otherwise conduct business and | ||||||
22 | exercise the powers of a limited liability company under this | ||||||
23 | Act. The limited liability company and any of its series may | ||||||
24 | elect to consolidate their operations as a single taxpayer to | ||||||
25 | the extent permitted under applicable law, elect to work | ||||||
26 | cooperatively, elect to contract jointly or elect to be treated |
| |||||||
| |||||||
1 | as a single business for purposes of qualification to do | ||||||
2 | business in this or any other state. Such elections shall not | ||||||
3 | affect the limitation of liability set forth in this Section | ||||||
4 | except to the extent that the series have specifically accepted | ||||||
5 | joint liability by contract.
| ||||||
6 | (c) Except in the case of a foreign limited liability | ||||||
7 | company that has adopted an assumed name pursuant to Section | ||||||
8 | 45-15, the name of the series with limited liability must | ||||||
9 | commence with the entire name of the limited liability company, | ||||||
10 | as set forth in its articles of organization incorporation , and | ||||||
11 | be distinguishable from the names of the other series set forth | ||||||
12 | in the articles of organization.
In the case of a foreign | ||||||
13 | limited liability company that has adopted an assumed name | ||||||
14 | pursuant to Section 45-15, the name of the series with limited | ||||||
15 | liability must commence with the entire name, as set forth in | ||||||
16 | the foreign limited liability company's assumed name | ||||||
17 | application, under which the foreign limited liability company | ||||||
18 | has been admitted to transact business in this State.
| ||||||
19 | (d) Upon the filing of the certificate of designation with | ||||||
20 | the Secretary of State setting forth the name of each series | ||||||
21 | with limited liability, the series' existence shall begin, and | ||||||
22 | each of the duplicate copies stamped "Filed" and marked with | ||||||
23 | the filing date shall be conclusive evidence, except as against | ||||||
24 | the State, that all conditions precedent required to be | ||||||
25 | performed have been complied with and that the series has been | ||||||
26 | or shall be legally organized and formed under this Act. If |
| |||||||
| |||||||
1 | different from the limited liability company, the certificate | ||||||
2 | of designation for each series shall list the name and business | ||||||
3 | address of all names of the members if the series is member | ||||||
4 | managed or the names of the managers and any member having the | ||||||
5 | authority of a if the series is manager managed . The name of a | ||||||
6 | series with limited liability under subsection (b) of this | ||||||
7 | Section may be changed by filing with the Secretary of State a | ||||||
8 | certificate of designation identifying the series whose name is | ||||||
9 | being changed and the new name of such series. If not the same | ||||||
10 | as the limited liability company, the name and business address | ||||||
11 | of all names of the members of a member managed series or of | ||||||
12 | the managers and any member having the authority of a manager | ||||||
13 | managed series may be changed by filing a new certificate of | ||||||
14 | designation with the Secretary of State. A series with limited | ||||||
15 | liability under subsection (b) of this Section may be dissolved | ||||||
16 | by filing with the Secretary of State a certificate of | ||||||
17 | designation identifying the series being dissolved or by the | ||||||
18 | dissolution of the limited liability company as provided in | ||||||
19 | subsection (m) of this Section. Certificates of designation may | ||||||
20 | be executed by the limited liability company or any manager, | ||||||
21 | person or entity designated in the operating agreement for the | ||||||
22 | limited liability company.
| ||||||
23 | (e) A series of a limited liability company will be deemed | ||||||
24 | to be in good standing as long as the limited liability company | ||||||
25 | is in good standing.
| ||||||
26 | (f) The registered agent and registered office for the |
| |||||||
| |||||||
1 | limited liability company in Illinois shall serve as the agent | ||||||
2 | and office for service of process in Illinois for each series.
| ||||||
3 | (g) An operating agreement may provide for classes or | ||||||
4 | groups of members or managers associated with a series having | ||||||
5 | such relative rights, powers and duties as the operating | ||||||
6 | agreement may provide, and may make provision for the future | ||||||
7 | creation of additional classes or groups of members or managers | ||||||
8 | associated with the series having such relative rights, powers | ||||||
9 | and duties as may from time to time be established, including | ||||||
10 | rights, powers and duties senior to existing classes and groups | ||||||
11 | of members or managers associated with the series.
| ||||||
12 | (h) A series may be managed by either the member or members | ||||||
13 | associated with the series or by a manager or managers chosen | ||||||
14 | by the members of such series, as provided in the operating | ||||||
15 | agreement. Unless otherwise provided in an operating | ||||||
16 | agreement, the management of a series shall be vested in the | ||||||
17 | members associated with such series.
| ||||||
18 | (i) An operating agreement may grant to all or certain | ||||||
19 | identified members or managers or a specified class or group of | ||||||
20 | the members or managers associated with a series the right to | ||||||
21 | vote separately or with all or any class or group of the | ||||||
22 | members or managers associated with the series, on any matter. | ||||||
23 | An operating agreement may provide that any member or class or | ||||||
24 | group of members associated with a series shall have no voting | ||||||
25 | rights.
| ||||||
26 | (j) Except to the extent modified in this Section, the |
| |||||||
| |||||||
1 | provisions of this Act which are generally applicable to | ||||||
2 | limited liability companies, their managers, members and | ||||||
3 | transferees shall be applicable to each particular series with | ||||||
4 | respect to the operation of such series.
| ||||||
5 | (k) Except as otherwise provided in an operating agreement, | ||||||
6 | any event under this Act or in an operating agreement that | ||||||
7 | causes a manager to cease to be a manager with respect to a | ||||||
8 | series shall not, in itself, cause such manager to cease to be | ||||||
9 | a manager of the limited liability company or with respect to | ||||||
10 | any other series thereof.
| ||||||
11 | (l) Except as otherwise provided in an operating agreement, | ||||||
12 | any event under this Act or an operating agreement that causes | ||||||
13 | a member to cease to be associated with a series shall not, in | ||||||
14 | itself, cause such member to cease to be associated with any | ||||||
15 | other series or terminate the continued membership of a member | ||||||
16 | in the limited liability company or cause the termination of | ||||||
17 | the series, regardless of whether such member was the last | ||||||
18 | remaining member associated with such series.
| ||||||
19 | (m) Except to the extent otherwise provided in the | ||||||
20 | operating agreement, a series may be dissolved and its affairs | ||||||
21 | wound up without causing the dissolution of the limited | ||||||
22 | liability company. The dissolution of a series established in | ||||||
23 | accordance with subsection (b) of this Section shall not affect | ||||||
24 | the limitation on liabilities of such series provided by | ||||||
25 | subsection (b) of this Section. A series is terminated and its | ||||||
26 | affairs shall be wound up upon the dissolution of the limited |
| |||||||
| |||||||
1 | liability company under Article 35 of this Act.
| ||||||
2 | (n) If a limited liability company with the ability to | ||||||
3 | establish series does not register to do business in a foreign | ||||||
4 | jurisdiction for itself and certain of its series, a series of | ||||||
5 | a limited liability company may itself register to do business | ||||||
6 | as a limited liability company in the foreign jurisdiction in | ||||||
7 | accordance with the laws of the foreign jurisdiction.
| ||||||
8 | (o) If a foreign limited liability company, as permitted in | ||||||
9 | the jurisdiction of its organization, has established a series | ||||||
10 | having separate rights, powers or duties and has limited the | ||||||
11 | liabilities of such series so that the debts, liabilities and | ||||||
12 | obligations incurred, contracted for or otherwise existing | ||||||
13 | with respect to a particular series are enforceable against the | ||||||
14 | assets of such series only, and not against the assets of the | ||||||
15 | limited liability company generally or any other series | ||||||
16 | thereof, or so that the debts, liabilities, obligations and | ||||||
17 | expenses incurred, contracted for or otherwise existing with | ||||||
18 | respect to the limited liability company generally or any other | ||||||
19 | series thereof are not enforceable against the assets of such | ||||||
20 | series, then the limited liability company, on behalf of itself | ||||||
21 | or any of its series, or any of its series on their own behalf | ||||||
22 | may register to do business in the State in accordance with | ||||||
23 | Section 45-5 of this Act. The limitation of liability shall be | ||||||
24 | so stated on the application for admission as a foreign limited | ||||||
25 | liability company and a certificate of designation shall be | ||||||
26 | filed for each series being registered to do business in the |
| |||||||
| |||||||
1 | State by the limited liability company. Unless otherwise | ||||||
2 | provided in the operating agreement, the debts, liabilities and | ||||||
3 | obligations incurred, contracted for or otherwise existing | ||||||
4 | with respect to a particular series of such a foreign limited | ||||||
5 | liability company shall be enforceable against the assets of | ||||||
6 | such series only, and not against the assets of the foreign | ||||||
7 | limited liability company generally or any other series thereof | ||||||
8 | and none of the debts, liabilities, obligations and expenses | ||||||
9 | incurred, contracted for or otherwise existing with respect to | ||||||
10 | such a foreign limited liability company generally or any other | ||||||
11 | series thereof shall be enforceable against the assets of such | ||||||
12 | series.
| ||||||
13 | (Source: P.A. 98-720, eff. 7-16-14.)
| ||||||
14 | (805 ILCS 180/50-1)
| ||||||
15 | Sec. 50-1. Annual reports.
| ||||||
16 | (a) Each limited liability company organized under the
laws | ||||||
17 | of this State and each foreign limited liability company
| ||||||
18 | admitted to transact business in this State shall file,
within | ||||||
19 | the time prescribed by this Act, an annual report
setting forth | ||||||
20 | all of the following:
| ||||||
21 | (1) The name of the limited liability company.
| ||||||
22 | (2) The address, including street and number or
rural | ||||||
23 | route number, of its registered office in this
State and | ||||||
24 | the name of its registered agent at that
address.
| ||||||
25 | (3) The address, including street and number or
rural |
| |||||||
| |||||||
1 | route number of its principal place of business.
| ||||||
2 | (4) The name names and business address addresses of | ||||||
3 | all of the its managers and any member having the authority | ||||||
4 | of a manager or, if
none, the members .
| ||||||
5 | (5) Additional information that may be necessary or
| ||||||
6 | appropriate in order to enable the Secretary of State to
| ||||||
7 | administer this Act and to verify the proper amount of
fees | ||||||
8 | payable by the limited liability company.
| ||||||
9 | (6) The annual report shall be made on forms
prescribed | ||||||
10 | and furnished by the Secretary of State, and
the | ||||||
11 | information therein, required by paragraphs (1)
through | ||||||
12 | (4) of subsection (a), both inclusive, shall be
given as of | ||||||
13 | the date of execution of the annual report. The annual | ||||||
14 | report
shall be executed by a manager or, if
none, a member | ||||||
15 | designated by the members pursuant to
limited liability | ||||||
16 | company action properly taken under Section 15-1.
| ||||||
17 | (b) The annual report, together with all fees
and charges | ||||||
18 | prescribed by this Act, shall be delivered
to the Secretary of | ||||||
19 | State within 60 days immediately
preceding the first day of the | ||||||
20 | anniversary month.
Proof to the satisfaction of the Secretary | ||||||
21 | of State that, before the first
day of the anniversary month of | ||||||
22 | the limited liability company, the report,
together with all | ||||||
23 | fees and charges as prescribed by this Act, was deposited in
| ||||||
24 | the United States mail in a sealed envelope, properly | ||||||
25 | addressed, with postage
prepaid, shall be deemed a compliance | ||||||
26 | with this requirement. If the Secretary of
State finds that the |
| |||||||
| |||||||
1 | report conforms to the requirements
of this Act, he or she | ||||||
2 | shall file it. If the Secretary of State
finds that it does not | ||||||
3 | so conform, he or she shall
promptly return it to the limited | ||||||
4 | liability company for
any necessary corrections, in which event | ||||||
5 | the penalties
prescribed for failure to file the report within | ||||||
6 | the
time provided shall not apply if the report is
corrected to | ||||||
7 | conform to the requirements of this Act and
returned to the | ||||||
8 | Secretary of State within 60 days of the
original due date of | ||||||
9 | the report.
| ||||||
10 | (Source: P.A. 90-424, eff. 1-1-98; 91-354, eff. 1-1-00.)
| ||||||
11 | (805 ILCS 180/50-10)
| ||||||
12 | Sec. 50-10. Fees.
| ||||||
13 | (a) The Secretary of State shall charge and collect in
| ||||||
14 | accordance with the provisions of this Act and rules
| ||||||
15 | promulgated under its authority all of the following:
| ||||||
16 | (1) Fees for filing documents.
| ||||||
17 | (2) Miscellaneous charges.
| ||||||
18 | (3) Fees for the sale of lists of filings and for | ||||||
19 | copies
of any documents.
| ||||||
20 | (b) The Secretary of State shall charge and collect for
all | ||||||
21 | of the following:
| ||||||
22 | (1) Filing articles of organization (domestic), | ||||||
23 | application for
admission (foreign), and restated articles | ||||||
24 | of
organization (domestic), $500. Notwithstanding the | ||||||
25 | foregoing, the fee for filing articles of organization |
| |||||||
| |||||||
1 | (domestic), application for admission (foreign), and | ||||||
2 | restated articles of organization (domestic) in connection | ||||||
3 | with a limited liability company with a series or the | ||||||
4 | ability to establish a series pursuant to Section 37-40 of | ||||||
5 | this Act is $750.
| ||||||
6 | (2) Filing amendments (domestic or foreign) articles | ||||||
7 | of amendment or an amended application for admission , $150.
| ||||||
8 | (3) Filing a statement of termination articles of | ||||||
9 | dissolution or
application
for withdrawal, $25 $100 .
| ||||||
10 | (4) Filing an application to reserve a name, $300.
| ||||||
11 | (5) Filing a notice of cancellation of a reserved name, | ||||||
12 | $100.
| ||||||
13 | (6) Filing a notice of a transfer of a reserved
name, | ||||||
14 | $100.
| ||||||
15 | (7) Registration of a name, $300.
| ||||||
16 | (8) Renewal of registration of a name, $100.
| ||||||
17 | (9) Filing an application for use of an assumed
name | ||||||
18 | under Section 1-20 of this Act, $150 for each
year or part | ||||||
19 | thereof ending in 0 or 5, $120 for each year or
part | ||||||
20 | thereof ending in 1 or 6, $90 for each year or part thereof | ||||||
21 | ending in 2 or
7, $60 for each year or part thereof ending | ||||||
22 | in 3 or 8, $30 for each year or
part thereof ending in 4 or | ||||||
23 | 9, and a renewal for each assumed name, $150.
| ||||||
24 | (10) Filing an application for change or cancellation | ||||||
25 | of an assumed
name, $100.
| ||||||
26 | (11) Filing an annual report of a limited liability
|
| |||||||
| |||||||
1 | company or foreign limited liability company, $250, if
| ||||||
2 | filed as required by this Act, plus a penalty if
| ||||||
3 | delinquent. Notwithstanding the foregoing, the fee for | ||||||
4 | filing an annual report of a limited liability company or | ||||||
5 | foreign limited liability company with ability to | ||||||
6 | establish series is $250 plus $50 for each series for which | ||||||
7 | a certificate of designation has been filed pursuant to | ||||||
8 | Section 37-40 of this Act and is in effect active on the | ||||||
9 | last day of the third month preceding the company's | ||||||
10 | anniversary month, plus a penalty if delinquent.
| ||||||
11 | (12) Filing an application for reinstatement of a
| ||||||
12 | limited liability company or foreign limited liability
| ||||||
13 | company
$500.
| ||||||
14 | (13) Filing articles Articles of merger Merger , $100 | ||||||
15 | plus $50 for each party to the
merger in excess of the | ||||||
16 | first 2 parties.
| ||||||
17 | (14) Filing articles of conversion an Agreement of | ||||||
18 | Conversion or Statement of Conversion , $100.
| ||||||
19 | (15) Filing a statement of change of address of | ||||||
20 | registered office or change of registered agent, or both, | ||||||
21 | or filing a statement of correction, $25.
| ||||||
22 | (16) Filing a petition for refund, $15.
| ||||||
23 | (17) Filing a certificate of designation of a limited | ||||||
24 | liability company with a series pursuant to Section 37-40 | ||||||
25 | of this Act, $50. | ||||||
26 | (18) Filing articles of domestication, $100. |
| |||||||
| |||||||
1 | (19) Filing, amending, or cancelling a statement of | ||||||
2 | authority, $50. | ||||||
3 | (20) Filing, amending, or cancelling a statement of | ||||||
4 | denial, $10.
| ||||||
5 | (21) (17) Filing any other document, $100.
| ||||||
6 | (18) Filing a certificate of designation of a limited | ||||||
7 | liability company with the ability to establish series | ||||||
8 | pursuant to Section 37-40 of this Act, $50.
| ||||||
9 | (c) The Secretary of State shall charge and collect all
of | ||||||
10 | the following:
| ||||||
11 | (1) For furnishing a copy or certified copy of any
| ||||||
12 | document, instrument, or paper relating to a limited
| ||||||
13 | liability company or foreign limited liability company,
or | ||||||
14 | for a certificate, $25.
| ||||||
15 | (2) For the transfer of information by computer
process | ||||||
16 | media to any purchaser, fees established by
rule.
| ||||||
17 | (Source: P.A. 97-839, eff. 7-20-12.)
| ||||||
18 | (805 ILCS 180/55-1)
| ||||||
19 | Sec. 55-1. Construction and application. | ||||||
20 | (a) This Act
shall be so applied and construed to | ||||||
21 | effectuate its general
purpose.
| ||||||
22 | (b) Subject to subsection (b) of Section 15-5, it is the | ||||||
23 | policy of this Act to give maximum effect to the principles of | ||||||
24 | freedom of contract and to the enforceability of operating | ||||||
25 | agreements. |
| |||||||
| |||||||
1 | (c) Rules that statutes in derogation of the common law are | ||||||
2 | to be strictly construed shall have no application to this Act. | ||||||
3 | (d) Unless the context otherwise requires, as used in this | ||||||
4 | Act, the singular shall include the plural and the plural shall | ||||||
5 | include the singular. The use of any gender shall be applicable | ||||||
6 | to all genders. The captions contained in this Act are for | ||||||
7 | purposes of convenience only and shall not control or affect | ||||||
8 | the construction of this Act. | ||||||
9 | (Source: P.A. 87-1062.)
| ||||||
10 | (805 ILCS 180/55-3 new) | ||||||
11 | Sec. 55-3. Relation to Electronic Signatures in Global and | ||||||
12 | National Commerce Act.
This Act modifies, limits, and | ||||||
13 | supersedes the federal Electronic Signatures in Global and | ||||||
14 | National Commerce Act, 15 U.S.C. Section 7001 et seq., but does | ||||||
15 | not modify, limit, or supersede Section 101(c) of that Act, 15 | ||||||
16 | U.S.C. Section 7001(c), or authorize electronic delivery of any | ||||||
17 | of the notices described in Section 103(b) of that Act, 15 | ||||||
18 | U.S.C. Section 7003(b).
| ||||||
19 | (805 ILCS 180/35-60 rep.) | ||||||
20 | (805 ILCS 180/35-65 rep.) | ||||||
21 | (805 ILCS 180/35-70 rep.) | ||||||
22 | Section 10. The Limited Liability Company Act is amended by | ||||||
23 | repealing Sections 35-60, 35-65, and 35-70. |
| |||||||
| |||||||
1 | Section 99. Effective date. This Act takes effect July 1, | ||||||
2 | 2016.".
|