(805 ILCS 180/1-5)
Sec. 1-5. Definitions. As used in this Act, unless
the context otherwise requires:
"Anniversary" means that day every year exactly one or
more years after: (i) the date the articles of organization
filed under Section 5-5 of this Act were filed by the Office
of the Secretary of State, in the case of a limited liability
company; or (ii) the date the application for admission to
transact business filed under Section 45-5 of this Act was
filed by the Office of the Secretary of State, in the case of
a foreign limited liability company.
"Anniversary month" means the month in which the
anniversary of the limited liability company occurs.
"Articles of organization" means the articles of
organization filed by the Secretary of State for the purpose
of forming a limited liability company as specified in
Article 5 and all amendments thereto, whether evidenced by articles of amendment, articles of merger, or a statement of correction affecting the articles.
"Assumed limited liability company name" means any
limited liability company name other than the true limited
liability company name, except that the identification by a
limited liability company of its business with a trademark or
service mark of which it is the owner or licensed user shall
not constitute the use of an assumed name under this Act.
"Bankruptcy" means bankruptcy under the Federal Bankruptcy
Code of 1978, Title 11, Chapter 7 of the United States Code, as amended from time to time, or any successor statute.
"Business" includes every trade, occupation, profession, and other lawful
purpose, whether or not carried on for profit.
"Company" means a limited liability company. "Contribution" means any cash, property, services
rendered, or other benefit, or a promissory note or other binding obligation to
contribute cash or property, perform services, or provide any other benefit, that a
person contributes to the limited liability company in that
person's capacity as a member or in order to become a member.
"Court" includes every court and judge having
jurisdiction in a case.
"Debtor in bankruptcy" means a person who is the subject of an order for
relief
under Title 11 of the United States Code, a comparable
order under a successor statute of general application, or a comparable order
under federal, state, or foreign law governing insolvency.
"Distribution" means a transfer of money, property, or other benefit from a limited liability company to a member in the member's capacity as a
member or to a transferee of the member's distributional interest.
"Distributional interest" means a member's right to receive distributions of
the limited liability company's assets, but no other rights or interests of a member.
"Entity" means a person other than an individual.
"Foreign limited liability company" means an unincorporated entity organized
under laws other than the laws of this State that afford
limited liability to its owners comparable to the liability under Section 10-10
and is not required to register to transact business under any law of
this State other than this Act.
"Insolvent" means that a limited liability company is
unable to pay its debts as they become due in the usual
course of its business.
"Legal representative" means, without limitation, an executor, administrator, guardian, personal representative and agent, including an appointee under a power of attorney. "Limited liability company" means a limited liability
company
organized under this Act.
"L3C" or "low-profit limited liability company" means a for-profit limited liability company which satisfies the requirements of Section 1-26 of this Act and does not have as a significant purpose the production of income or the appreciation of property. "Manager" means a person, whether or not a member of a manager-managed
company, who is vested with authority in an operating agreement as provided in Section 15-1.
"Manager-managed company" means a limited liability company that vests authority in a manager or managers in an operating agreement as provided in Section 15-1.
"Member" means a person
who becomes a member of the limited liability company upon formation of the
company or in the manner and at the time provided in the operating agreement
or, if the operating agreement does not so provide, in the manner and at the
time provided in this Act.
"Member-managed company" means a limited liability company other than a
manager-managed company.
"Operating agreement" means the agreement under Section 15-5, whether or not referred to as an operating agreement and whether oral, in a record, implied, or in any combination thereof, of all of the members of a limited liability company, including a sole member, concerning the
relations among the members, managers, and limited
liability company. The term "operating agreement" includes amendments to the
agreement.
"Organizer" means one of the signers of the original
articles of organization.
"Person" means an individual, partnership, domestic or
foreign limited partnership, limited liability company or
foreign limited liability company, trust, estate,
association, corporation, governmental body, or other
juridical being.
"Professional limited liability company" means a limited liability company that provides professional services licensed by the Department of Financial and Professional Regulation and that is organized under the Professional Limited Liability Company Act and this Act. "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. "Registered office" means that office maintained by the
limited liability company in this State, the address,
including street, number, city and county, of which is on
file in the office of the Secretary of State, at which, any
process, notice, or demand required or permitted by law may be
served upon the registered agent of the limited liability
company.
"Registered agent" means a person who is an agent for
service of process on the limited liability company who is
appointed by the limited liability company and whose address
is the registered office of the limited liability company.
"Restated articles of organization" means the articles
of organization restated as provided in Section 5-30.
"Sign" means, with the present intent to authenticate or adopt a record: (1) to execute or adopt a tangible symbol; or (2) to attach to or logically associate with the |
| record an electronic symbol, sound, or process.
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"State" means a state, territory, or possession of the
United States, the District of Columbia, or the Commonwealth
of Puerto Rico.
"Transfer" includes an assignment, conveyance, deed, bill of sale, lease,
mortgage, security interest, encumbrance, and gift.
(Source: P.A. 100-894, eff. 8-14-18; 101-553, eff. 1-1-20.)
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(805 ILCS 180/1-10)
Sec. 1-10. Limited liability company name.
(a) The name of each limited liability company or foreign limited liability company organized, existing, or subject to the provisions of this Act:
(1) shall contain the terms "limited liability |
| company", "L.L.C.", or "LLC", or, if organized as a low-profit limited liability company under Section 1-26 of this Act, shall contain the term "L3C";
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(2) may not contain a word or phrase, or an
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| abbreviation or derivation thereof, the use of which is prohibited or restricted by any other statute of this State unless the restriction has been complied with;
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(3) shall consist of letters of the English alphabet,
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| Arabic or Roman numerals, or symbols capable of being readily reproduced by the Office of the Secretary of State;
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(4) shall not contain any of the following terms:
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| "Corporation," "Corp.," "Incorporated," "Inc.," "Ltd.," "Co.," "Limited Partnership" or "L.P.";
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(5) shall be the name under which the limited
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| liability company transacts business in this State unless the limited liability company also elects to adopt an assumed name or names as provided in this Act; provided, however, that the limited liability company may use any divisional designation or trade name without complying with the requirements of this Act, provided the limited liability company also clearly discloses its name;
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(6) shall not contain any word or phrase that
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| indicates or implies that the limited liability company is authorized or empowered to be in the business of a corporate fiduciary unless otherwise permitted by the Secretary of Financial and Professional Regulation under Section 1-9 of the Corporate Fiduciary Act. The word "trust", "trustee", or "fiduciary" may be used by a limited liability company only if it has first complied with Section 1-9 of the Corporate Fiduciary Act; and
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(7) shall contain the word "trust", if it is a
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| limited liability company organized for the purpose of accepting and executing trusts.
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(b) Nothing in this Section or Section 1-20 shall
abrogate or limit the common law or statutory law of unfair
competition or unfair trade practices, nor derogate from the
common law or principles of equity or the statutes of this
State or of the United States of America with respect to the
right to acquire and protect copyrights, trade names,
trademarks, service marks, service names, or any other right
to the exclusive use of names or symbols.
(c) (Blank).
(d) The name shall be distinguishable upon the records
in the Office of the Secretary of State from all of the following:
(1) Any limited liability company that has articles
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| of organization filed with the Secretary of State under Section 5-5.
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(2) Any foreign limited liability company admitted to
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| transact business in this State.
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(3) Any name for which an exclusive right has been
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| reserved in the Office of the Secretary of State under Section 1-15.
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(4) Any assumed name that is registered with the
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| Secretary of State under Section 1-20.
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(5) Any corporate name or assumed corporate name of a
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| domestic or foreign corporation subject to the provisions of Section 4.05 of the Business Corporation Act of 1983 or Section 104.05 of the General Not For Profit Corporation Act of 1986.
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(e) The provisions of subsection (d) of this Section
shall not apply if the organizer files with the Secretary of
State a certified copy of a final decree of a court of
competent jurisdiction establishing the prior right of the
applicant to the use of that name in this State.
(f) The Secretary of State shall determine whether a
name is "distinguishable" from another name for the purposes
of this Act. Without excluding other names that may not
constitute distinguishable names in this State, a name is not
considered distinguishable, for purposes of this Act, solely
because it contains one or more of the following:
(1) The word "limited", "liability" or "company" or
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| an abbreviation of one of those words.
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(2) Articles, conjunctions, contractions,
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| abbreviations, or different tenses or number of the same word.
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(Source: P.A. 98-720, eff. 7-16-14; 99-227, eff. 8-3-15.)
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(805 ILCS 180/1-20)
Sec. 1-20.
Assumed name.
(a) A limited liability company or a foreign limited
liability company admitted to transact business or making
application for admission to transact business in Illinois
may elect to adopt an assumed name that complies with the
requirements of Section 1-10 of this Act except (a)(1).
(a-5) As used in this Act, "assumed name" means any name other than the
true
limited liability company name, except that the following do not constitute the
use of an assumed name under this Act:
(1) A limited liability company's identification of |
| its business with a trademark or service mark of which the company is the owner or licensed user.
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(2) The use of a name of a division, not containing
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| the word "limited", "liability", or "company" or an abbreviation of one of those words, provided that the limited liability company also clearly discloses its true name.
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(b) Before transacting any business in Illinois under
an assumed limited liability company name or names, the
limited liability company shall, for each assumed name,
execute and file in duplicate an application setting forth all of the
following:
(1) The true limited liability company name.
(2) The state or country under the laws of which it
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(3) That it intends to transact business under an
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| assumed limited liability company name.
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(4) The assumed name that it proposes to use.
(c) The right to use an assumed name shall be effective
from the date of filing by the Secretary of State until the
first day of the anniversary month of the limited liability
company that falls within the next calendar year evenly
divisible by 5. However, if an application is filed within
the 2 months immediately preceding the anniversary month of a
limited liability company that falls within a calendar year
evenly divisible by 5, the right to use the assumed name
shall be effective until the first day of the anniversary
month of the limited liability company that falls within the
next succeeding calendar year evenly divisible by 5.
(d) A limited liability company shall renew the right
to use its assumed name or names, if any, within the 60 days
preceding the expiration of the right, for a period of 5
years, by making an election to do so at the time of filing
its annual report form and by paying the renewal fee as
prescribed by this Act.
(e) A limited liability company or foreign limited
liability company may change or cancel any or all of its
assumed names by executing and filing an application setting
forth all of the following:
(1) The true limited liability company name.
(2) The state or country under the laws of which it
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(3) That it intends to cease transacting business
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| under an assumed name by changing or cancelling it.
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(4) The assumed name to be changed or cancelled.
(5) If the assumed name is to be changed, the assumed
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| name that the limited liability company proposes to use.
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(f) Upon the filing of an application to change an
assumed name, the limited liability company shall have the
right to use the assumed name for the balance of the period
authorized.
(g) The right to use an assumed name shall be cancelled
by the Secretary of State if any of the following occurs:
(1) The limited liability company fails to renew an
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(2) The limited liability company has filed an
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| application to change or cancel the assumed name.
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(3) A limited liability company has been
dissolved.
(4) A foreign limited liability company has had its
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| admission to do business in Illinois revoked.
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(h) Any limited liability company or foreign limited
liability company failing to pay the prescribed fee for
assumed name renewal when due and payable shall be given
notice of nonpayment by the Secretary of State by
regular mail. If the fee, together with a late fee of
$100, is not paid within 60 days after the notice is mailed,
the right to use the assumed name shall cease.
Any limited liability company or foreign limited
liability company that (i) puts forth any sign or advertisement
assuming any name other than that under which it is organized
or otherwise authorized by law to act or (ii) violates Section 1-27 is
guilty of a
petty offense and shall be fined not less than $501 and not
more than
$1,000. A limited liability company or foreign limited liability company
shall be deemed guilty of an
additional offense for each day it shall continue to so
offend.
Each limited liability company or foreign limited
liability company that fails or refuses (1) to answer
truthfully and fully within the time prescribed by this Act
interrogatories propounded by the Secretary of State in
accordance with this Act or (2) to perform any other act
required by this Act to be performed by the limited liability
company or foreign limited liability company is guilty of a
petty offense and shall be fined not less than $501 and not
more than $1,000.
(i) A foreign limited liability company may not use an assumed or fictitious
name in the conduct of its business to intentionally misrepresent the
geographic origin or location of the company.
(Source: P.A. 93-59, eff. 7-1-03.)
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(805 ILCS 180/1-26)
Sec. 1-26. Low-profit limited liability company. (a) A low-profit limited liability company shall at all times significantly further the accomplishment of one or more charitable or educational purposes within the meaning of Section 170(c)(2)(B) of the Internal Revenue Code of 1986, 26 U.S.C. 170(c)(2)(B), or its successor, and would not have been formed but for the relationship to the accomplishment of such charitable or educational purposes. (b) A limited liability company which intends to qualify as a low-profit limited liability company pursuant to the provisions of this Section shall so indicate in its articles of organization, and further state that: (1) no significant purpose of the company is the |
| production of income or the appreciation of property; however, the fact that a person produces significant income or capital appreciation shall not, in the absence of other factors, be conclusive evidence of a significant purpose involving the production of income or the appreciation of property; and
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(2) no purpose of the company is to accomplish one or
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| more political or legislative purposes within the meaning of Section 170(c)(2)(D) of the Internal Revenue Code of 1986, 26 U.S.C. 170(c)(2)(D), or its successor.
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(c) A company that no longer satisfies the requirements of this Section 1-26 continues to exist as a limited liability company and shall promptly amend its articles of organization so that its name and purpose no longer identify it as a low-profit limited liability company or L3C.
(d) Any company operating or holding itself out as a low-profit limited liability company in Illinois, any company formed as a low-profit limited liability company under this Act, and any chief operating officer, director, or manager of any such company is a "trustee" as defined in Section 3 of the
Charitable Trust Act.
(e) Nothing in this Section 1-26 prevents a limited liability company that is not organized under it from electing a charitable or educational purpose in whole or in part for doing business under this Act.
(Source: P.A. 96-126, eff. 1-1-10; 96-1000, eff. 7-2-10.)
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(805 ILCS 180/1-30)
Sec. 1-30. Powers. Each limited liability company
organized and existing under this Act may do all of the
following:
(1) Sue and be sued, complain and defend, and |
| participate in administrative or other proceedings, in its name.
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(2) Have a seal, which may be altered at pleasure,
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| and use the same by causing it, or a facsimile thereof, to be impressed or affixed or in any other manner reproduced, provided that the affixing of a seal to an instrument shall not give the instrument additional force or effect, or change the construction thereof, and the use of a seal is not mandatory.
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(3) Purchase, take, receive, lease as lessee, take by
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| gift, legacy, or otherwise acquire, own, hold, use, and otherwise deal in and with any real or personal property, or any interest therein, wherever situated.
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(4) Sell, convey, mortgage, pledge, lease as lessor,
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| and otherwise dispose of all or any part of its property and assets.
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(5) Lend money to and otherwise assist its members
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(6) Purchase, take, receive, subscribe for or
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| otherwise acquire, own, hold, vote, use, employ, sell, mortgage, loan, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in or obligations of other limited liability companies, domestic or foreign corporations, associations, general or limited partnerships, or individuals.
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(7) Incur liabilities, borrow money for its proper
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| purposes at any rate of interest the limited liability company may determine without regard to the restrictions of any usury law of this State, issue notes, bonds, and other obligations, secure any of its obligations by mortgage or pledge or deed of trust of all or any part of its property, franchises, and income, and make contracts, including contracts of guaranty and suretyship.
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(8) Invest its surplus funds from time to time, lend
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| money for its proper purposes, and take and hold real and personal property as security for the payment of funds so loaned or invested.
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(9) Conduct its business, carry on its operations,
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| have offices within and without this State, and exercise in any other state, territory, district, or possession of the United States or in any foreign country the powers granted by this Act.
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(10) Designate managers and appoint officers and
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| other agents of the limited liability company, define their duties, and fix their compensation.
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(11) Enter into or amend an operating agreement, not
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| inconsistent with the laws of this State, for the administration and regulation of the affairs of the limited liability company.
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(12) Make donations for the public welfare or for
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| charitable, scientific, religious, or educational purposes, lend money to the government, and transact any lawful business in aid of the United States.
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(13) Establish deferred compensation plans, pension
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| plans, profit-sharing plans, bonus plans, option plans, and other incentive plans for its managers and employees and make the payments provided for therein.
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(14) Become a promoter, partner, member, associate,
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| or manager of any general partnership, limited partnership, joint venture or similar association, any other limited liability company, or other enterprise.
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(15) Have and exercise all powers necessary or
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| convenient to effect any or all of the purposes for which the limited liability company is organized.
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(Source: P.A. 99-637, eff. 7-1-17.)
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(805 ILCS 180/1-35)
Sec. 1-35. Registered office and registered agent.
(a) Each limited liability company and foreign limited
liability company shall continuously maintain in this State a
registered agent and registered office, which agent must be
an individual resident of this State or other person authorized to transact business in this State.
(b) A limited liability company or foreign limited
liability company may change its registered agent or the
address of its registered office pursuant to Section 1-36 and the registered agent of a limited liability company or a foreign limited liability company may change the address of its registered office pursuant to Section 1-37.
(c) The registered agent may at any time resign by
filing in the Office of the Secretary of State written notice
thereof and by mailing a copy thereof to the limited
liability company or foreign limited liability company at its
principal office as it is known to the resigning registered
agent. The notice must be mailed at least 10 days before the
date of filing thereof with the Secretary of State. The
notice shall be executed by the registered agent, if an individual, or, if a business entity, in the manner authorized by the governing statute. The notice
shall set forth all of the
following:
(1) The name of the limited liability company for |
| which the registered agent is acting.
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(2) The name of the registered agent.
(3) The address, including street, number, and city
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| of the limited liability company's then registered office in this State.
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(4) That the registered agent resigns.
(5) The effective date of the resignation, which
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| shall not be sooner than 30 days after the date of filing.
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(6) The address of the principal office of the
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| limited liability company as it is known to the registered agent.
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(7) A statement that a copy of the notice has been
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| sent by registered or certified mail to the principal office of the limited liability company within the time and in the manner prescribed by this Section.
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(d) A new registered agent must be placed on record within 60 days after a
registered agent's notice of resignation under this Section.
(Source: P.A. 96-988, eff. 7-2-10.)
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(805 ILCS 180/1-36) Sec. 1-36. Change of registered office or registered agent. (a) A domestic limited liability company or a foreign limited liability company may from time to time change the address of its registered office. A domestic limited liability company or a foreign limited liability company shall change its registered agent if the office of registered agent shall become vacant for any reason, or if its registered agent becomes disqualified or incapacitated to act.
(b) A domestic limited liability company or a foreign limited liability company may change the address of its registered office or change its registered agent, or both, by executing and filing, in duplicate, in accordance with Section 5-45 of this Act a statement setting forth:
(1) The name of the limited liability company.
(2) The address, including street and number, or |
| rural route number, of its then registered office.
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(3) If the address of its registered office be
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| changed, the address, including street and number, or rural route number, to which the registered office is to be changed.
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(4) The name of its then registered agent.
(5) If its registered agent be changed, the name of
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| its successor registered agent.
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(6) That the address of its registered office and the
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| address of the business office of its registered agent, as changed, will be identical.
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(7) That such change was authorized by the members or
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(c) The change of address of the registered office, or the change of registered agent, or both, as the case may be, shall become effective upon the filing of such statement by the Secretary of State.
(Source: P.A. 96-988, eff. 7-2-10.)
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(805 ILCS 180/1-37) Sec. 1-37. Change of address of registered agent. (a) A registered agent may change the address of the registered office of the domestic limited liability company or of the foreign limited liability company, for which he or she or it is a registered agent, to another address in this State, by filing, in duplicate, in accordance with Section 5-45 of this Act a statement setting forth:
(1) The name of the limited liability company.
(2) The address, including street and number, or |
| rural route number, of its then registered office.
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(3) The address, including street and number, or
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| rural route number, to which the registered office is to be changed.
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(4) The name of its registered agent.
(5) That the address of its registered office and the
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| address of the business office of its registered agent, as changed, will be identical.
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Such statement shall be executed by the registered agent.
(b) The change of address of the registered office shall become effective upon the filing of such statement by the Secretary of State.
(Source: P.A. 94-605, eff. 1-1-06.)
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(805 ILCS 180/1-40)
Sec. 1-40. Records to be kept.
(a) Each limited liability company shall keep at the principal place of business of the company named in
the articles of organization or other reasonable locations specified in the
operating agreement all of the following:
(1) A list of the full name and last known address of |
| each member setting forth the amount of cash each member has contributed, a description and statement of the agreed value of the other property or services each member has contributed or has agreed to contribute in the future, and the date on which each became a member.
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(2) A copy of the articles of organization, as
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| amended or restated, together with executed copies of any powers of attorney under which any articles, application, or certificate has been executed.
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(3) Copies of the limited liability company's
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| federal, State, and local income tax returns and reports, if any, for the 3 most recent years.
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(4) Copies of any then effective written operating
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| agreement and any amendments thereto and of any financial statements of the limited liability company for the 3 most recent years.
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(b) Records kept under this Section may be inspected
and copied at the request and expense of any member or legal representative
of a deceased member or member under legal disability during
ordinary business hours.
(c) The rights under subsection (b) of this Section also extend to a transferee of a distributional interest, but only for a proper purpose. In order to exercise this right, a transferee must make written demand upon the limited liability company, stating with particularity the records sought to be inspected and the purpose of the demand.
(d) Within 10 days after receiving a demand pursuant to subsection (c):
(1) the company shall provide the information
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| demanded or, in a record, a description of the information the company will provide, stating a reasonable time within which it will be provided and the place where it will be provided; and
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(2) if the company declines to provide any demanded
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| information, the company shall state its reasons for declining to the transferee in a record.
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A transferee may exercise the rights under this subsection through a legal representative.
(e) If the company fails to comply with this Section, the person making a request or demand may file an action to compel the company to permit the inspection and copying and to obtain such other legal or equitable relief as may be proper. If the court finds that the company failed to comply with the requirements of this Section and, in the case of subsection (c) or (d), the company acted unreasonably, the court may award the plaintiff its reasonable costs and attorney's fees incurred in bringing and prosecuting the action.
(Source: P.A. 101-553, eff. 1-1-20.)
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(805 ILCS 180/1-50)
Sec. 1-50. Service of process on limited liability
company.
(a) Any process, notice, or demand required or
permitted by law to be served upon either a limited liability
company or foreign limited liability company shall be served
either upon the registered agent appointed by the limited
liability company or upon the Secretary of State as provided
in this Section.
(b) The Secretary of State shall be irrevocably
appointed as an agent of a limited liability company upon
whom any process, notice, or demand may be served under any
of the following circumstances:
(1) Whenever the limited liability company shall fail |
| to appoint or maintain a registered agent in this State.
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(2) Whenever the limited liability company's
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| registered agent cannot with reasonable diligence be found at the registered office in this State or at the principal place of business stated in the articles of organization.
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(3) When a limited liability company has dissolved,
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| the conditions of paragraph (1) and paragraph (2) exist, and a civil action, suit or proceeding is instituted against or affecting the limited liability company within 5 years after the issuance of a certificate of dissolution or the filing of a judgment of dissolution.
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(4) When a domestic limited liability company has
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| been dissolved, the conditions of paragraph (1) or paragraph (2) exist, and a criminal proceeding has been instituted against or affecting the limited liability company.
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(5) When the admission of a foreign limited liability
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| company to transact business in this State has been revoked or withdrawn.
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(c) Service under subsection (b) shall be made by the person instituting
the action by doing
all of the following:
(1) Serving on the Secretary of State, or on any
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| employee having responsibility for administering this Act, a copy of the process, notice, or demand, together with any papers required by law to be delivered in connection with service and paying the fee prescribed by Article 50 of this Act.
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(2) Transmitting notice of the service on the
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| Secretary of State and a copy of the process, notice, or demand and accompanying papers to the limited liability company being served, by registered or certified mail:
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(A) at the last registered office of the limited
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| liability company shown by the records on file in the Office of the Secretary of State; and
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(B) at the address the use of which the person
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| instituting the action, suit, or proceeding knows or, on the basis of reasonable inquiry, has reason to believe, is most likely to result in actual notice.
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|
(3) Attaching an affidavit of compliance with this
|
| Section, in substantially the form that the Secretary of State may by rule or regulation prescribe, to the process, notice, or demand.
|
|
(d) Nothing herein contained shall limit or affect the
right to serve any process, notice, or demand required or
permitted by law to be served upon a limited liability
company in any other manner now or hereafter permitted by
law.
(e) The Secretary of State shall keep, for a period of
5 years from the date of service, a record of all processes,
notices, and demands served upon him or her under this
Section and shall record therein the time of the service and
such person's action with reference thereto.
(Source: P.A. 98-171, eff. 8-5-13.)
|
(805 ILCS 180/1-65) Sec. 1-65. Governing law. The law of this State governs: (1) the internal affairs and organization of a |
| limited liability company;
|
|
(2) the liability of a member as member and a
|
| manager as manager for the debts, obligations, or other liabilities of a limited liability company;
|
|
(3) the internal affairs and establishment of a
|
| series of a limited liability company;
|
|
(4) the liability of a member or a manager
|
| associated with a series for the debts, obligations, or other liabilities of the series; and
|
|
(5) the liability of a series for the debts,
|
| obligations, or other liabilities of the limited liability company that established the series or for another series established by the limited liability company, and the liability of the limited liability company for the debts, obligations, or other liabilities of a series established by the limited liability company.
|
|
(Source: P.A. 99-637, eff. 7-1-17.)
|
(805 ILCS 180/5-5)
Sec. 5-5. Articles of organization.
(a) The articles of organization shall set forth all of
the following:
(1) The name of the limited liability company and the |
| address of its principal place of business which may, but need not be a place of business in this State.
|
|
(2) The purposes for which the limited liability
|
| company is organized, which may be stated to be, or to include, the transaction of any or all lawful businesses for which limited liability companies may be organized under this Act.
|
|
(3) The name of its registered agent and the address
|
| of its registered office.
|
|
(4) A confirmation that the limited liability company
|
| complies with the requirement in subsection (b) of Section 5-1 that the company has one or more members at the time of filing or, if the filing is to be effective on a later date, that the company will have one or more members on the date the filing is to be effective.
|
|
(5) The name and business address of all of the
|
| managers and any member having the authority of a manager.
|
|
(5.5) The duration of the limited liability company,
|
| which shall be perpetual unless otherwise stated.
|
|
(6) (Blank).
(7) The name and address of each organizer.
(8) Any other provision, not inconsistent with law,
|
| that the members elect to set out in the articles of organization for the regulation of the internal affairs of the limited liability company, including any provisions that, under this Act, are required or permitted to be set out in the operating agreement of the limited liability company.
|
|
(b) A limited liability company is organized at the
time articles of organization are filed by the Secretary of
State or at any later time, not more than 60 days after the
filing of the articles of organization, specified in the
articles of organization.
(c) Articles of organization for the organization of a limited liability
company for the purpose of accepting and executing trusts shall not be filed by
the Secretary of State until there is delivered to him or her a statement
executed by the Secretary of Financial and Professional Regulation or successor State board, department, or agency having jurisdiction over the regulation of trust companies that the
organizers of the limited liability company have made arrangements
with the Secretary of Financial and Professional Regulation
or successor State board, department, or agency having jurisdiction over the regulation of trust companies to comply with the
Corporate Fiduciary Act.
(d) Articles of organization for the organization of a limited liability
company as a bank or a savings bank must be filed with the Secretary of Financial and Professional Regulation or successor State board, department, or agency having jurisdiction over the regulation of banks or savings banks or,
if the bank or savings bank will be organized under federal law, with the
appropriate federal banking regulator.
(Source: P.A. 98-171, eff. 8-5-13; 99-227, eff. 8-3-15; 99-637, eff. 7-1-17.)
|
(805 ILCS 180/5-45)
Sec. 5-45. Forms, execution, acknowledgement and
filing.
(a) All reports required by this Act to be filed in the
Office of the Secretary of State shall be made on forms
prescribed and furnished by the Secretary of State.
Forms for all other documents to be filed in the Office of
the Secretary of State shall be furnished by the Secretary of
State upon request therefor, but the use thereof, unless
otherwise specifically prescribed in this Act, shall not be
mandatory.
(b) Whenever any provision of this Act specifically
requires any document to be executed by the limited liability
company in accordance with this Section, unless otherwise
specifically stated in this Act and subject to any additional
provisions of this Act, the document shall be signed as follows:
(1) The initial articles of organization shall be |
| signed by the organizer or organizers.
|
|
(2) A document filed on behalf of a dissolved limited
|
| liability company that has no members must be signed by the person winding up the company's activities under Section 35-4.
|
|
(3) Any other document must be signed by a person
|
| authorized by the limited liability company to sign it.
|
|
(c) The name of a person signing the document and the
capacity in which the person signs shall be stated beneath
or opposite the person's signature.
(d) The execution of any document required by this Act
by a person constitutes an affirmation under the
penalties of perjury that the facts stated therein are true
and that the person has authority to execute the document.
(e) When filed in the Office of the Secretary of State, an authorization,
including a power of attorney, to sign a record must be in writing, then sworn
to, verified, or acknowledged.
(Source: P.A. 99-637, eff. 7-1-17.)
|
(805 ILCS 180/5-47)
Sec. 5-47. Statement of correction.
(a) Whenever any instrument authorized to be filed with the Secretary of
State under any provision of this Act has been so filed and, as of the date of
the action therein referred to, contains any misstatement of fact,
typographical error, error of transcription, or other error or defect or was
defectively or erroneously executed, such instrument may be corrected by
filing, in accordance with Section 5-45 of this Act, a statement of correction.
(b) A statement of correction shall set forth:
(1) The name of the limited liability company and the |
| state or country under the laws of which it is organized.
|
|
(2) The title of the instrument being corrected and
|
| the date it was filed by the Secretary of State.
|
|
(3) The inaccuracy, error, or defect to be corrected
|
| and the portion of the instrument in corrected form.
|
|
(c) A statement of correction shall be executed in the same manner in which
the instrument being corrected was required to be executed.
(d) The corrected instrument shall be effective as of the date the original
instrument was filed.
(e) A statement of correction shall not:
(1) Effect any change or amendment of articles which
|
| would not in all respects have complied with the requirements of this Act at the time of filing the instrument being corrected.
|
|
(2) Take the place of any document, statement, or
|
| report otherwise required to be filed by this Act.
|
|
(3) Affect any right or liability accrued or incurred
|
| before such filing, except that any right or liability accrued or incurred by reason of the error or defect being corrected shall be extinguished by such filing if the person having such right has not detrimentally relied on the original instrument.
|
|
(4) (Blank).
(5) (Blank).
(6) (Blank).
(7) Alter the wording of any resolution as filed in
|
| any document with the Secretary of State and which was in fact adopted by the members or managers.
|
|
(Source: P.A. 99-637, eff. 7-1-17.)
|
(805 ILCS 180/5-48)
Sec. 5-48.
Petition for refund.
(a) Any domestic or foreign limited liability company having authority to
transact business in this State may petition the Secretary of State for a
refund of fees claimed to have been erroneously paid, subject to the following
limitations:
(1) No refund shall be made unless a petition for |
| refund has been filed in accordance with Section 5-45 of this Act within 3 years after the amount to be refunded was paid.
|
|
(2) If the refund claimed is based upon an instrument
|
| filed with the Secretary of State which contained a misstatement of fact, typographical error, error of transcription, or other error or defect, no refund of any fee shall be made unless a statement of correction has been filed in accordance with Section 5-47 of this Act.
|
|
(b) The petition for refund shall be executed in accordance with Section
5-45 of this Act and shall set forth the following:
(1) The name of the limited liability company and the
|
| state or country under the laws of which it is organized.
|
|
(2) The amount of the claim.
(3) The details of the transaction and all facts upon
|
| which the petitioner relies.
|
|
(4) Any other information required by rule.
(c) If the Secretary of State determines that the amount paid is incorrect,
he or she shall refund to the limited liability company any amount paid in
excess
of the proper amount; provided, however, that no refund shall be made for an
amount less than $200, and any refund in excess of that amount shall be reduced
by $200; and provided further, that such refund shall be made without payment
of interest.
(Source: P.A. 93-59, eff. 7-1-03.)
|
(805 ILCS 180/5-55)
Sec. 5-55. Filing in Office of Secretary of State.
(a) Whenever any provision of this Act requires a
limited liability company to file any document with the
Office of the Secretary of State, the requirement means that:
(1) the original document, executed as described in |
| Section 5-45, and, if required by this Act to be filed in duplicate, one copy (which may be a signed carbon or photocopy) shall be delivered to the Office of the Secretary of State;
|
|
(2) all fees and charges authorized by law to be
|
| collected by the Secretary of State in connection with the filing of the document shall be tendered to the Secretary of State; and
|
|
(3) unless the Secretary of State finds that the
|
| document does not conform to law, he or she shall, when all fees have been paid:
|
|
(A) endorse on the original and on the copy the
|
| word "Filed" and the month, day, and year of the filing thereof;
|
|
(B) file in his or her office the original of the
|
|
(C) return the copy to the person who filed it or
|
| to that person's representative.
|
|
(b) If another Section of this Act specifically
prescribes a manner of filing or signing a specified document
that differs from the corresponding provisions of this
Section, then the provisions of the other Section shall
govern.
(c) Whenever any provision of this Act requires a limited liability company
that is a bank or a savings bank to file any document, that requirement means
that the filing shall be made exclusively with the Department of Financial and Professional Regulation or, if the bank or savings bank is organized under federal law,
with the appropriate federal banking regulator at such times and in such
manner as required by the Department or federal regulator.
(Source: P.A. 99-227, eff. 8-3-15.)
|
(805 ILCS 180/10-1)
Sec. 10-1. Admission of members. (a) A person becomes a member of a limited liability company: (1) upon formation of the company, as provided in an |
| agreement between the organizer and the initial member if there is only one member, or as provided in an agreement among initial members if there is more than one member;
|
|
(2) after the formation of the company,
(A) as provided in the operating agreement;
(B) as the result of a transaction effective
|
|
(C) with the consent of all the members; or
(D) if, within 180 consecutive days after the
|
| company ceases to have any members:
|
|
(i) the last person to have been a member,
|
| or the legal representative of that person, designates a person to become a member; and
|
|
(ii) the designated person consents to
|
|
More than one person may be designated to become
|
| a member under this clause (D).
|
|
(b) A person that acquires a distributional interest, but that does not become a member, has merely the rights of a transferee under Sections 30-5 and 30-10.
(c) A person may become a member without acquiring a distributional interest and without making or being obligated to make a contribution to the limited liability company.
(Source: P.A. 101-553, eff. 1-1-20.)
|
(805 ILCS 180/10-10) (Text of Section before amendment by P.A. 103-920) Sec. 10-10. Liability of members and managers. (a) Except as otherwise provided in subsection (d) of this Section, the
debts,
obligations, and liabilities of a limited liability company, whether arising in contract,
tort, or otherwise, are solely the debts, obligations, and liabilities of the
company. A member or manager is not personally liable
for a debt, obligation, or liability of the company solely
by reason of being or acting as a member or manager. (a-5) Nothing in subsection (a) or subsection (d) limits the personal liability of a member or manager imposed under law other than this Act, including, but not limited to, agency, contract, and tort law.
The purpose of this subsection (a-5) is to overrule the interpretation of subsections (a) and (d) set forth in Dass v. Yale, 2013 IL App (1st) 122520, and Carollo v. Irwin, 2011 IL App (1st) 102765, and clarify that under existing law a member or manager of a limited liability company may be liable under law other than this Act for its own wrongful acts or omissions, even when acting or purporting to act on behalf of a limited liability company. This subsection is therefore intended to be applicable to actions with respect to which all timely appeals have not exhausted before the effective date of this amendatory Act of the 101st General Assembly as well as to all actions commenced on or after the effective date of this amendatory Act of the 101st General Assembly. (b) (Blank). (c) The failure of a limited liability company to observe the usual
company formalities or requirements relating to the exercise of its company
powers
or management of its business is not a ground for imposing personal liability
on the members or managers for liabilities of the company. (d) All or specified members of a limited liability company are liable in
their capacity as members for all or specified debts, obligations, or
liabilities of the company if: (1) a provision to that effect is contained in the |
| articles of organization; and
|
|
(2) a member so liable has consented in writing to
|
| the adoption of the provision or to be bound by the provision.
|
|
(Source: P.A. 101-553, eff. 1-1-20.)
(Text of Section after amendment by P.A. 103-920)
Sec. 10-10. Liability of members and managers.
(a) Except as otherwise provided in subsections (a-5) and (d) of this Section, the debts, obligations, and liabilities of a limited liability company, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the company. A member or manager is not personally liable for a debt, obligation, or liability of the company solely by reason of being or acting as a member or manager.
(a-5) Nothing in subsection (a) or subsection (d) limits the personal liability of a member or manager imposed under law other than this Act, including, but not limited to, the law of agency, contracts, and torts, and, subject to subsection (c), court-imposed equitable remedies, such as piercing the limited liability company veil. The purpose of this subsection (a-5) is to supersede the interpretation of subsections (a) and (d) set forth in Dass v. Yale, 2013 IL App (1st) 122520, and Carollo v. Irwin, 2011 IL App (1st) 102765, and clarify that under existing law a member or manager of a limited liability company may be liable under law other than this Act for his, her, or its own wrongful acts or omissions, even when acting or purporting to act on behalf of a limited liability company.
(b) (Blank).
(c) The failure of a limited liability company to observe the usual company formalities or requirements relating to the exercise of its company powers or management of its business is not a ground for imposing personal liability on the members or managers for liabilities of the company.
(d) All or specified members of a limited liability company are liable in their capacity as members for all or specified debts, obligations, or liabilities of the company if:
(1) a provision to that effect is contained in the
|
| articles of organization; and
|
|
(2) a member so liable has consented in writing to
|
| the adoption of the provision or to be bound by the provision.
|
|
(e) This Section applies to all actions with respect to which all timely appeals have not been exhausted before the effective date of this amendatory Act of the 103rd General Assembly and all future actions commenced on or after the effective date of this amendatory Act of the 103rd General Assembly.
(Source: P.A. 103-920, eff. 1-1-25.)
|
(805 ILCS 180/10-15)
Sec. 10-15. Right of members and dissociated members to information.
(a) A company shall furnish information when any member demands it in a record concerning the company's activities, financial condition, and other circumstances of the company's business necessary to the proper exercise of a member's rights and duties under the operating agreement or this Act or that is otherwise material to the member's interest in the company, unless the company knows that the member already knows that information. (b) The following rules apply when a member makes a demand for information under this Section: (1) During regular business hours and at a |
| reasonable location and time specified by the company, a member may obtain from the company, inspect, and copy information for a purpose consistent with subsection (a).
|
|
(2) Within 10 days after receiving a demand pursuant
|
|
(A) the company shall provide the information
|
| demanded or, in a record, a description of the information the company will provide, stating a reasonable time within which it will be provided and the place where it will be provided; and
|
|
(B) if the company declines to provide any
|
| demanded information, the company shall state its reasons for declining to the member in a record.
|
|
(c) Whenever this Act or an operating agreement provides for a member to give or withhold consent to a matter, before the consent is given or withheld, the company shall, without demand, provide the member with all information that is known to the company that is material to the member's decision.
(d) Within 10 days after a demand made in a record received by the limited liability company, a dissociated member may have access to information to which the person was entitled while a member if the information pertains to the period during which the person was a member, and the person seeks the information in good faith for a purpose consistent with subsection (a). The company shall respond to a demand made pursuant to this subsection in the manner provided in subdivisions (A) and (B) of paragraph (2) of subsection (b).
(e) A limited liability company may charge a person that makes a demand under this Section the reasonable costs of copying, limited to the costs of labor and material.
(f) A member or dissociated member may exercise rights under this Section through an agent or, in the case of an individual under legal disability, a legal representative. Any restriction or condition imposed by the operating agreement or under subsection (h) applies both to the agent or legal representative and the member or dissociated member.
(g) The rights under this Section do not extend to a person as transferee.
(h) In addition to any restriction or condition stated in its operating agreement, the limited liability company, as a matter within the ordinary course of its activities, may impose reasonable restrictions and conditions on access to and use of information to be furnished under this Section including, but not limited to, the designation of information such as trade secrets or information subject to confidentiality agreements with third parties as confidential with appropriate nondisclosure and safeguarding obligations. In a dispute concerning the reasonableness of a restriction or designation under this subsection, the company has the burden of proving reasonableness.
(i) This Section does not limit or restrict the right to inspect and copy records as provided in subsection (b) of Section 1-40.
(j) If the company fails to provide any information required to be provided by this Section, the person entitled to the information may file an action to compel the company to provide the information and to obtain such other legal or equitable relief as may be proper. If the court finds that the company failed to comply with the requirements of this Section, the court may award the plaintiff its reasonable costs and attorney's fees incurred in bringing and prosecuting the action. The court may, in connection with any information described in subsection (h), impose such restrictions and conditions on access to and use of such information as it deems appropriate based on the reasonable needs of the company and the member in question.
(Source: P.A. 101-553, eff. 1-1-20.)
|
(805 ILCS 180/13-15) Sec. 13-15. Statement of authority. (a) A limited liability company may deliver to the Secretary of State for filing a statement of authority. The statement shall be executed and filed in accordance with Section 5-45 of this Act and: (1) must include the name of the company and the |
| address of its principal place of business; and
|
|
(2) may state the authority, or limitations on the
|
| authority, of any member or manager of the company or any other person to:
|
|
(A) execute an instrument transferring real
|
| property held in the name of the company; or
|
|
(B) enter into other transactions on behalf of,
|
| or otherwise act for or bind, the company.
|
|
(b) To amend or cancel a statement of authority, a limited liability company must deliver to the Secretary of State for filing a statement of amendment or cancellation. The statement shall be executed and filed in accordance with Section 5-45 of this Act and must include:
(1) the name of the limited liability company and
|
| the address of its principal place of business;
|
|
(2) the date the statement of authority being
|
| amended or cancelled became effective; and
|
|
(3) the contents of the amendment or a declaration
|
| that the statement of authority is canceled.
|
|
(c) Except as otherwise provided in subsections (e) and (f), a limitation on the authority of a member or manager of the limited liability company contained in a statement of authority is not by itself evidence of knowledge or notice of the limitation by any person.
(d) A grant of authority not pertaining to transfers of real property and contained in a statement of authority is conclusive in favor of a person that is not a member and that gives value in reliance on the grant, except to the extent that when the person gives value, the person has knowledge to the contrary.
(e) A certified copy of a statement of authority that grants authority to transfer real property held in the name of the limited liability company and that is recorded in the office for recording transfers of the real property is conclusive in favor of a person that is not a member and that gives value in reliance on the grant without knowledge to the contrary.
(f) If a certified copy of a statement of authority containing a limitation on the authority to transfer real property held in the name of a limited liability company is recorded in the office for recording transfers of that real property, all persons that are not members are deemed to know of the limitation.
(g) Unless previously cancelled by a statement of cancellation, a statement of authority expires as of the date, if any, specified in the statement of authority.
(h) If the articles of organization state the authority or limitations on the authority of any person on behalf of a company, the authority stated or limited shall not bind any person who is not a member or manager until that person receives actual notice in a record from the company that agency authority is stated or limited in the articles. If the authority stated or limited in the articles of organization conflicts with authority stated or limited in a statement of authority filed with the Secretary of State under this Section on behalf of the company, the statement of authority is the effective statement and a person who is not a member or manager may rely upon the terms of the filed statement of authority notwithstanding conflicting terms in the articles of organization.
(Source: P.A. 101-553, eff. 1-1-20.)
|
(805 ILCS 180/15-1)
Sec. 15-1. Management of limited liability company.
(a) A limited liability company is a member-managed limited liability company unless the operating agreement: (1) expressly provides that: (A) the company is or will be manager-managed; (B) the company is or will be managed by |
|
(C) management of the company is or will be
|
|
(2) includes words of similar import.
(b) In a member-managed company:
(1) each member has equal rights in the management
|
| and conduct of the company's business; and
|
|
(2) except as otherwise provided in subsection (d) of
|
| this Section, any matter relating to the business of the company may be decided by a majority of the members.
|
|
(c) In a manager-managed company:
(1) each manager has equal rights in the management
|
| and conduct of the company's business;
|
|
(2) except as otherwise provided in subsection (d) of
|
| this Section, any matter relating to the business of the company may be exclusively decided by the manager or, if there is more than one manager, by a majority of the managers; and
|
|
(3) a manager:
(A) must be designated, appointed, elected,
|
| removed, or replaced by a vote, approval, or consent of a majority of the members; and
|
|
(B) holds office until a successor has been
|
| elected and qualified, unless the manager sooner resigns or is removed.
|
|
(d) The only matters of a member or manager-managed company's business
requiring the consent of all of the members are the following:
(1) the amendment of the operating agreement under
|
|
(2) an amendment to the articles of organization
|
|
(3) the compromise of an obligation to make a
|
| contribution under Section 20-5;
|
|
(4) the compromise, as among members, of an
|
| obligation of a member to make a contribution or return money or other property paid or distributed in violation of this Act;
|
|
(5) the redemption of an interest;
(6) the admission of a new member;
(7) the use of the company's property to redeem an
|
| interest subject to a charging order;
|
|
(8) the consent to dissolve the company under
|
| subdivision (2) of subsection (a) of Section 35-1;
|
|
(9) the consent of members to convert, merge with
|
| another entity or domesticate under Article 37 or the Entity Omnibus Act; and
|
|
(10) the sale, lease, exchange, or other disposal of
|
| all, or substantially all, of the company's property with or without goodwill.
|
|
(e) Action requiring the consent of members or managers under this Act may
be taken without a meeting.
(f) A member or manager may appoint a proxy to vote or otherwise act for the
member or manager by signing an appointment instrument, either personally
or by the member or manager's attorney-in-fact.
(Source: P.A. 99-637, eff. 7-1-17; 100-561, eff. 7-1-18.)
|
(805 ILCS 180/15-3)
Sec. 15-3. General standards of member and manager's conduct.
(a) Without limiting any fiduciary duties owed at common law, the fiduciary duties a member owes to a member-managed company and its
other members include the duty of loyalty and the duty of care referred to in
subsections (b) and (c) of this Section.
(b) A member's duty of loyalty to a member-managed company and its other
members includes the following:
(1) to account to the company and to hold as trustee |
| for it any property, profit, or benefit derived by the member in the conduct or winding up of the company's business or derived from a use by the member of the company's property, including the appropriation of a company's opportunity;
|
|
(2) to act fairly when a member deals with the
|
| company in the conduct or winding up of the company's business as or on behalf of a party having an interest adverse to the company; and
|
|
(3) to refrain from competing with the company in the
|
| conduct of the company's business before the dissolution of the company.
|
|
(c) A member's duty of care to a member-managed company and its other
members in the conduct of and winding up of the company's business is limited to
refraining from engaging in grossly negligent or reckless conduct, intentional
misconduct, or a knowing violation of law.
(d) The implied contractual covenant of good faith and fair dealing applies to the operating agreement and members of a member-managed company in the same manner and to the same extent that it applies at law to other contracts and parties to the contracts.
(e) A member of a member-managed company does not violate a duty or
obligation under this Act or under the operating agreement merely because the
member's conduct furthers the member's own interest.
(f) This Section applies to a person winding up the limited liability
company's business as the personal or legal representative of the last
surviving member as if the person were a member.
(g) In a manager-managed company:
(1) a member who is not also a manager owes no duties
|
| to the company or to the other members solely by reason of being a member;
|
|
(2) a manager is held to the same standards of
|
| conduct prescribed for members in subsections (b), (c), (d), and (e) of this Section;
|
|
(3) a member who exercises some or all of the
|
| authority of a manager in the conduct of the company's business is held to the standards of conduct in subsections (b), (c), (d), and (e) of this Section;
|
|
(4) a manager is relieved of liability imposed by law
|
| for violations of the standards prescribed by subsections (b), (c), (d), and (e) to the extent of the managerial authority delegated to the members by the operating agreement; and
|
|
(5) subsection (d) of this Section applies to the
|
| operating agreement and members and managers of the company.
|
|
(Source: P.A. 102-230, eff. 1-1-22.)
|
(805 ILCS 180/15-5)
Sec. 15-5. Operating agreement.
(a) All
members of a
limited liability company may enter into an operating agreement to
regulate the affairs of the company and the conduct of its business and to
govern relations among the members, managers, and company. The operating agreement may establish that a limited liability company is a manager-managed limited liability company and the rights and duties under this Act of a person in the capacity of a manager. To the extent
the operating agreement does not otherwise provide, this Act governs relations
among the members, managers, and company.
Except as provided in subsections (b), (c), (d), and (e) of this Section, an operating agreement
may modify any provision or provisions of this Act governing relations among
the members, managers, and company.
(b) The operating agreement may not:
(1) unreasonably restrict a right to information or |
| access to records under Section 1-40 or Section 10-15;
|
|
(2) vary the right to expel a member in an event
|
| specified in subdivision (6) of Section 35-45;
|
|
(3) vary the requirement to wind up the limited
|
| liability company's business in a case specified in subdivision (4), (5), or (6) of subsection (a) of Section 35-1;
|
|
(4) restrict rights of a person, other than a
|
| manager, member, and transferee of a member's distributional interest, under this Act;
|
|
(5) restrict the power of a member to dissociate
|
| under Section 35-50, although an operating agreement may determine whether a dissociation is wrongful under Section 35-50;
|
|
(6) (blank);
(6.5) eliminate or reduce the obligations or purposes
|
| a low-profit limited liability company undertakes when organized under Section 1-26;
|
|
(7) eliminate or reduce the implied contractual
|
| covenant of good faith and fair dealing under subsection (d) of Section 15-3, but the operating agreement may determine the standards by which the performance of the member's or manager's duties or the exercise of the member's or manager's rights is to be measured;
|
|
(8) eliminate, vary, or restrict the priority of a
|
| statement of authority over provisions in the articles of organization as provided in subsection (h) of Section 13-15;
|
|
(9) vary the law applicable under Section 1-65;
(10) vary the power of the court under Section 5-50;
|
|
(11) restrict the right to approve a merger,
|
| conversion, or domestication under Article 37 or the Entity Omnibus Act of a member that will have personal liability with respect to a surviving, converted, or domesticated organization.
|
|
(c) In addition, with respect to fiduciary duties, the operating agreement:
(1) may not restrict or eliminate a fiduciary duty
|
| owed at common law or under this Act, unless the restriction or elimination in the operating agreement is clear and unambiguous;
|
|
(2) may not restrict or eliminate the fiduciary duty
|
| described in paragraph (2) of subsection (b) of Section 15-3, except in the manner described in paragraph (4) of this subsection (c);
|
|
(3) may not alter the duty of care to authorize
|
| intentional misconduct or knowing violation of law; and
|
|
(4) may identify, subject to paragraph (1),
|
| specific types or categories of activities or provide one or more examples of activities that do not violate any fiduciary duty described in subsection (b) of Section 15-3 or any fiduciary duty owed at common law and may determine standards by which the performance of the fiduciary duty is to be measured.
|
|
The changes made to paragraphs (2) and (4) of this subsection by this amendatory Act of the 102nd General Assembly apply to: (i) any operating agreement entered into before the effective date of this amendatory Act of the 102nd General Assembly if the fiduciary duties of the members or managers of the company described in paragraph (2) of subsection (b) of Section 15-3 are modified in any respect on or after the effective date of this amendatory Act of the 102nd General Assembly; and (ii) any operating agreement entered into on or after the effective date of this amendatory Act of the 102nd General Assembly.
(d) The operating agreement may specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by all the members or by one or more disinterested and independent members or persons after full disclosure of all material facts.
(e) The operating agreement may alter or eliminate the right to payment or reimbursement for a member or manager provided by Section 15-7 and may eliminate or limit a member or manager's liability to the limited liability company and members for money damages, except for:
(1) subject to subsections (c) and (d) of this
|
| Section, breach of the duties as required in subdivisions (1), (2), and (3) of subsection (b) of Section 15-3 and subsection (g) of Section 15-3;
|
|
(2) a financial benefit received by the member or
|
| manager to which the member or manager is not entitled;
|
|
(3) a breach of a duty under Section 25-35;
(4) intentional infliction of harm on the company or
|
|
(5) an intentional violation of criminal law.
(f) A limited liability company is bound by and may enforce the operating agreement, whether or not the company has itself manifested assent to the operating agreement.
(g) A person that becomes a member of a limited liability company is deemed to assent to the operating agreement.
(h) An operating agreement may be entered into before, after, or at the time of filing of articles of organization and, whether entered into before, after, or at the time of the filing, may be made effective as of the time of formation of the limited liability company or as of the time or date provided in the operating agreement.
(Source: P.A. 102-230, eff. 1-1-22.)
|
(805 ILCS 180/20-5)
Sec. 20-5. Member's liability for contributions.
(a) (Blank).
(b) (Blank).
(c) A member's obligation to contribute money, property, or other benefit
to, or
to perform services for, a limited liability company is not
excused by the member's death, disability, dissolution, or any other reason. If a member does not make the required contribution of property
or services, the member is obligated at the option of the company to contribute
money equal to the value of that portion of the required contribution
which has not been made. The foregoing option does not limit the availability of any remedy provided for in the operating agreement or under law, including specific performance.
(d) A creditor of a limited liability company who extends credit or
otherwise acts in reliance on an obligation described in subsection (c),
and
without notice of any compromise under subdivision (4) of subsection (d) of
Section 15-1, may enforce the
original obligation.
(e) Subject to Sections 1-43 and 15-5, the operating agreement may provide that the interest of any member that fails to make any contribution that the member is required to make will be subject to specified remedies for, or specified consequences of, the failure. The specified remedies or consequences may include, without limitation: (1) Loss of voting, approval, or other rights. (2) Loss of the member's ability to participate in |
| the management or operations of the limited liability company.
|
|
(3) Liquidated damages.
(4) Diluting, reducing, or eliminating the
|
| defaulting member's proportionate interest in the company.
|
|
(5) Subordinating the defaulting member's right to
|
| receive distributions to that of the nondefaulting members.
|
|
(6) Permitting the forced sale of the defaulting
|
| member's interest in the company.
|
|
(7) Permitting one or more nondefaulting members to
|
| lend the amount necessary to meet the defaulting member's commitment.
|
|
(8) Adjusting the interest rates or other rates of
|
| return, preferred, priority or otherwise, with respect to contributions by or capital accounts of the nondefaulting members.
|
|
(9) Fixing the value of the defaulting member's
|
| interest by appraisal or formula and the redemption or sale of the defaulting member's interest at that value.
|
|
(Source: P.A. 99-637, eff. 7-1-17.)
|
(805 ILCS 180/25-30)
Sec. 25-30.
Limitations on distributions.
(a) A distribution may not be made if:
(1) the limited liability company would not be able |
| to pay its debts as they become due in the ordinary course of business; or
|
|
(2) the company's total assets would be less than the
|
| sum of its total liabilities plus the amount that would be needed, if the company were to be dissolved, wound up, and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up, and termination of members whose preferential rights are superior to those receiving the distribution.
|
|
(b) A limited liability company may base a determination that a distribution
is not prohibited under subsection (a) of this Section on financial statements
prepared on the basis of accounting practices and principles that are
reasonable in the circumstances or on a fair valuation or other method that is
reasonable in the circumstances.
(c) Except as otherwise provided in subsection (e) of this Section, the
effect of a
distribution under subsection (a) of this Section is measured:
(1) in the case of distribution by purchase,
|
| redemption, or other acquisition of a distributional interest in a limited liability company, as of the date money or other property is transferred or debt incurred by the company; and
|
|
(2) in all other cases, as of the date the:
(A) distribution is authorized if the payment
|
| occurs within 120 days after the date of authorization; or
|
|
(B) payment is made if it occurs more than 120
|
| days after the date of authorization.
|
|
(d) A limited liability company's indebtedness to a member incurred by
reason of a distribution made in accordance with this Section is at
parity with the company's indebtedness to its general, unsecured creditors.
(e) Indebtedness of a limited liability company, including indebtedness
issued in connection with or as part of a distribution, is not considered a
liability for purposes of determinations under subsection (a) of this Section
if its terms
provide that payment of principal and interest are made only if and to the
extent that payment of a distribution to members could then be made under this
Section. If the indebtedness is issued as a distribution, each
payment of principal or interest on the indebtedness is treated as a
distribution, the effect of which is measured on the date the payment is
made.
(Source: P.A. 90-424, eff. 1-1-98.)
|
(805 ILCS 180/25-45)
Sec. 25-45.
Known claims against dissolved limited liability company.
(a) A dissolved limited liability company may dispose of the known claims
against it by following the procedure described in this Section.
(b) A dissolved limited liability company shall notify its known claimants
in
writing of the dissolution. The notice must:
(1) specify the information required to be included |
|
(2) provide a mailing address where the claim is to
|
|
(3) state the deadline for receipt of the claim,
|
| which may not be less than 120 days after the date the written notice is received by the claimant; and
|
|
(4) state that the claim will be barred if not
|
| received by the deadline.
|
|
(c) A claim against a dissolved limited liability company is barred if the
requirements of subsection (b) of this Section are met, and:
(1) the claim is not received by the specified
|
|
(2) in the case of a claim that is timely received
|
| but rejected by the dissolved company, the claimant does not commence a proceeding to enforce the claim within 90 days after the receipt of the notice of the rejection.
|
|
(d) For purposes of this Section, the term "claim" does not include a
contingent
liability or a claim based on an event occurring after the effective
date of dissolution.
(Source: P.A. 90-424, eff. 1-1-98.)
|
(805 ILCS 180/25-50)
Sec. 25-50.
Other claims against dissolved limited liability company.
(a) A dissolved limited liability company may publish notice of its
dissolution and request persons having claims against the company to
present them in accordance with the notice.
(b) The notice must:
(1) be published at least once in a newspaper of |
| general circulation in the county in which the dissolved limited liability company's principal office is located or, if none in this State, in which its designated office is or was last located;
|
|
(2) describe the information required to be contained
|
| in a claim and provide a mailing address where the claim is to be sent; and
|
|
(3) state that a claim against the limited liability
|
| company is barred unless a proceeding to enforce the claim is commenced within 5 years after publication of the notice.
|
|
(c) If a dissolved limited liability company publishes a notice in
accordance with subsection (b) of this Section, the claim of each of the
following
claimants is barred unless the claimant commences a proceeding to enforce the
claim against the dissolved company within 5 years after the
publication date of the notice:
(1) a claimant who did not receive written notice
|
|
(2) a claimant whose claim was timely sent to the
|
| dissolved company but not acted on; and
|
|
(3) a claimant whose claim is contingent or based on
|
| an event occurring after the effective date of dissolution.
|
|
(d) A claim not barred under this Section may be enforced:
(1) against the dissolved limited liability company,
|
| to the extent of its undistributed assets; or
|
|
(2) if the assets have been distributed in
|
| liquidation, against a member of the dissolved company to the extent of the member's proportionate share of the claim or the company's assets distributed to the member in liquidation, whichever is less, but a member's total liability for all claims under this Section may not exceed the total amount of assets distributed to the member.
|
|
(Source: P.A. 90-424, eff. 1-1-98.)
|
(805 ILCS 180/30-10)
Sec. 30-10. Rights of a transferee.
(a) A transferee of a distributional interest may become a member of a
limited
liability company if and to the extent that the transferor
gives the transferee the right in accordance with authority described in the
operating agreement or all other members consent.
(b) A transferee who has become a member, to the extent transferred, has the
rights and powers, and is subject to the restrictions and liabilities, of
a member under the operating agreement of a limited liability company and this
Act. A transferee who becomes a member also is liable for the
transferor member's obligations to make contributions under Section 20-5 and
for obligations under Section 25-35 to return unlawful distributions,
but the transferee is not obligated for the transferor member's liabilities
unknown to the transferee at the time the transferee becomes a member.
(c) Whether or not a transferee of a distributional interest becomes a
member
under subsection (a) of this Section, the transferor is not released from
liability to
the limited liability company under the operating agreement or this Act.
(d) A transferee who does not become a member is not entitled to participate
in the management or conduct of the limited liability company's business,
require access to information concerning the company's transactions, or, except as provided in subsections (c) and (d) of Section 1-40, inspect
or copy any of the company's records.
(e) A transferee who does not become a member is entitled to:
(1) receive, in accordance with the transfer, |
| distributions to which the transferor would otherwise be entitled;
|
|
(2) receive, upon dissolution and winding up of the
|
| limited liability company's business:
|
|
(A) in accordance with the transfer, the net
|
| amount otherwise distributable to the transferor; and
|
|
(B) a statement of account only from the date of
|
| the latest statement of account agreed to by all the members.
|
|
(f) A limited liability company need not give effect to a transfer until it
has notice of the transfer.
(Source: P.A. 99-637, eff. 7-1-17.)
|
(805 ILCS 180/35-1)
Sec. 35-1. Events causing dissolution and winding up of company's
business. (a)
A limited liability company is dissolved and its business must be wound
up upon the occurrence of any of the following events:
(1) An event or circumstance that causes the |
| dissolution of a company by the express terms of the operating agreement.
|
|
(2) The consent of all members.
(3) The passage of 180 consecutive days during which
|
| the company has no members.
|
|
(4) On application by a member or a dissociated
|
| member, upon entry of a judicial decree that:
|
|
(A) the economic purpose of the company has been
|
| or is likely to be unreasonably frustrated;
|
|
(B) the conduct of all or substantially all of
|
| the company's activities is unlawful;
|
|
(C) it is not otherwise reasonably practicable to
|
| carry on the company's business in conformity with the articles of organization and the operating agreement.
|
|
(5) On application by a member or transferee of a
|
| distributional interest, upon entry of a judicial decree that the managers or those members in control of the company:
|
|
(A) have acted, are acting, or will act in a
|
| manner that is illegal or fraudulent; or
|
|
(B) have acted or are acting in a manner that is
|
| oppressive and was, is, or will be directly harmful to the applicant.
|
|
(6) Administrative dissolution under Section 35-25.
(b) In a proceeding under subdivision (4) or (5) of subsection (a), the court may order a remedy other than dissolution including, but not limited to, a buyout of the applicant's distributional interest.
(Source: P.A. 101-553, eff. 1-1-20.)
|
(805 ILCS 180/35-3)
Sec. 35-3. Limited liability company continues after dissolution.
(a) Subject to subsections (b), (c), and (d) of this
Section, a limited liability company
continues after
dissolution only for the purpose of winding up its business.
(b) At any time after the dissolution of a limited liability company and
before the winding up of its business is completed, the members, including a
dissociated member whose dissociation caused the dissolution, may unanimously
waive the right to have the company's business wound up and the company
terminated. In that case:
(1) the limited liability company resumes carrying on |
| its business as if dissolution had never occurred, and any liability incurred by the company or a member after the dissolution and before the waiver is determined as if the dissolution had never occurred; and
|
|
(2) the rights of a third party accruing under
|
| subsection (a) of Section 35-7 or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver are not adversely affected.
|
|
(c) If there are no members, the legal representative of the last remaining member may, within one year after the occurrence of the event that caused the dissociation of the last remaining member, agree in writing to continue the limited liability company. In that event, the legal representative or its nominee or designee will be admitted to the company as a member and the company will not be dissolved or its business wound up until the occurrence of a future event of dissolution, if any.
(d) This Section does not apply in the case of a dissolution described in subdivision (4), (5), or (6) of Section 35-1.
(Source: P.A. 98-720, eff. 7-16-14; 99-637, eff. 7-1-17.)
|
(805 ILCS 180/35-4)
Sec. 35-4. Wind
up of limited liability company's business. (a) After dissolution, a member who has not wrongfully dissociated may
participate in winding up a limited liability
company's business.
(b) If a dissolved limited liability company has no members, the legal representative of the last person to have been a member may wind up the business of the company. If the person does so, the person has the powers of a sole manager under subsection (b) of Section 15-1 and is deemed to be a manager for the purposes of subsection (a) of Section 10-10.
(c) A person winding up a limited liability company's business (1) may preserve
the company's business or property as a going concern for a reasonable
time, prosecute and defend actions and proceedings, whether civil, criminal, or
administrative, dispose of
and transfer the company's property, settle disputes by mediation or arbitration, and perform other acts necessary or appropriate to winding up and (2) shall discharge the company's debts, obligations, or other liabilities, settle and close the company's business and marshal and
distribute the assets of the company pursuant to Section 35-10.
(d) If the legal representative under subsection (b) declines or fails to wind up the company's business, a person may be appointed to do so by the consent of transferees owning a majority of the rights to receive distributions as transferees at the time the consent is to be effective. A person appointed under this subsection: (1) has the powers of a sole manager under |
| subsection (b) of Section 15-1 and is deemed to be a manager for the purposes of subsection (a) of Section 10-10; and
|
|
(2) shall promptly deliver to the Secretary of State
|
| for filing an amendment to the company's articles of organization to:
|
|
(A) state that the company has no members;
(B) state that the person has been appointed
|
| pursuant to this subsection to wind up the company; and
|
|
(C) provide the mailing addresses of the person.
(e) The circuit court may order judicial supervision of the winding up of a dissolved limited liability company, including the appointment of a person to wind up the company's business:
(1) on application of a member, if the applicant
|
|
(2) on the application of a transferee, if:
(A) the company does not have any members;
(B) the legal representative of the last person
|
| to have been a member declines or fails to wind up the company's business; and
|
|
(C) within a reasonable time following the
|
| dissolution a person has not been appointed pursuant to subsection (d); or
|
|
(3) in connection with a proceeding under
|
| subdivision (4) of subsection (a) of Section 35-1.
|
|
(Source: P.A. 99-637, eff. 7-1-17.)
|
(805 ILCS 180/35-25)
Sec. 35-25. Grounds for administrative dissolution. The Secretary of State may dissolve any limited liability
company administratively if:
(1) it has failed to file its annual report and pay |
| its fee as required by this Act before the first day of the anniversary month or has failed to pay any fees, penalties, or charges required by this Act;
|
|
(2) it has failed to file in the Office of the
|
| Secretary of State any report after the expiration of the period prescribed in this Act for filing the report;
|
|
(2.5) it has misrepresented any material matter in
|
| any application, report, affidavit, or other document submitted by the limited liability company under this Act;
|
|
(3) it has failed to appoint and maintain a
|
| registered agent in Illinois in accordance with the provisions of this Act;
|
|
(4) a manager or member to whom interrogatories have
|
| been propounded by the Secretary of State as provided in Section 5-60 of this Act fails to answer the interrogatories fully and to timely file the answer in the office of the Secretary of State; or
|
|
(5) it has tendered payment to the Secretary of State
|
| which is returned due to insufficient funds, a closed account, or for any other reason, and acceptable payment has not been subsequently tendered.
|
|
(Source: P.A. 98-171, eff. 8-5-13; 99-608, eff. 7-22-16.)
|
(805 ILCS 180/35-30)
Sec. 35-30. Procedure for administrative dissolution.
(a) After the Secretary of State determines that one or more grounds exist
under Section 35-25 for the administrative dissolution of a limited liability
company, the Secretary of State shall send a notice of delinquency by regular
mail to each delinquent limited liability company at its registered office or,
if the limited liability company has failed to maintain a registered office,
then to the last known address shown on the records of the Secretary of State
for the principal place of business of the limited liability company.
(b) If the limited liability company does not correct
the default described in paragraphs (1) or (2) of Section 35-25 within 120 days following the date of the notice
of delinquency, the Secretary of State shall thereupon
dissolve the limited liability company by issuing a certificate of dissolution that
recites the grounds for dissolution and its effective date. If the limited liability company does not correct the default described in paragraphs (2.5), (3), (4), or (5) of Section 35-25 within 60 days following the notice, the Secretary of State shall dissolve the limited liability company by issuing a certificate of dissolution that recites the grounds for dissolution and its effective date. The Secretary of
State shall file the original of the certificate in his or her office and mail one
copy to the limited liability company at its registered office or, if the
limited liability company has failed to maintain a registered office, then to
the last known address shown on the records of the Secretary of State for the
principal place of business of the limited liability company.
(c) Upon the administrative dissolution of a limited liability company, a
dissolved limited liability company shall continue for only the purpose of
winding up its business. A dissolved
limited liability company may take all action authorized
under Section 1-30 or otherwise necessary or appropriate to wind up its
business and affairs and terminate.
(d) The Secretary of State shall, from information received from the Illinois Commerce Commission, compile and keep a list of all domestic limited liability companies that are regulated pursuant to the provisions of the Public Utilities Act, or the Collateral Recovery Act, or the Personal Property Storage Act, or Chapter 18a, 18c, or 18d of the Illinois Vehicle Code and which hold, as a prerequisite for doing business in this State, any franchise, license, permit, or right to engage in any business regulated by such Acts. (e) Each month the Secretary of State shall, by written notice, advise the Chief Clerk of the Illinois Commerce Commission of any domestic limited liability company on the list maintained under subsection (d) that has been dissolved within the month. (f) The Secretary of State and the Illinois Commerce Commission may provide each other the information required under this Section in an electronic format, including, without limitation by means of such agreed access, those records of the Secretary of State that will provide the Illinois Commerce Commission the information it requires under the statutes it administers. The provision of information under this Section shall begin as soon as is practicable, but in no event later than October 1, 2020. (Source: P.A. 101-494, eff. 1-1-20.)
|
(805 ILCS 180/35-40)
Sec. 35-40. Reinstatement following administrative
dissolution. (a) A limited liability company administratively
dissolved under Section 35-25 may be reinstated by the
Secretary of State following the date of
issuance of the notice of dissolution upon:
(1) The filing of an application for
reinstatement.
(2) The filing with the Secretary of State by the |
| limited liability company of all reports then due and theretofore becoming due.
|
|
(3) The payment to the Secretary of State by the
|
| limited liability company of all fees and penalties then due and theretofore becoming due.
|
|
(b) The application for reinstatement shall be executed
and filed in duplicate in accordance with Section 5-45 of
this Act and shall set forth all of the following:
(1) The name of the limited liability company at the
|
| time of the issuance of the notice of dissolution.
|
|
(2) If the name is not available for use as
|
| determined by the Secretary of State at the time of filing the application for reinstatement, the name of the limited liability company as changed, provided that any change of name is properly effected under Section 1-10 and Section 5-25 of this Act.
|
|
(3) The date of issuance of the notice of
|
|
(4) The address, including street and number or rural
|
| route number of the registered office of the limited liability company upon reinstatement thereof and the name of its registered agent at that address upon the reinstatement of the limited liability company, provided that any change from either the registered office or the registered agent at the time of dissolution is properly reported under Section 1-35 of this Act.
|
|
(c) When a dissolved limited liability company has
complied with the provisions of the Section, the Secretary of
State shall file the application for
reinstatement.
(d) Upon the filing of the application for
reinstatement, the limited liability company existence shall
be deemed to have continued without interruption from the
date of the issuance of the notice of dissolution, and the
limited liability company shall stand revived with the
powers, duties, and obligations as if it had not been
dissolved; and all acts and proceedings of its members,
managers, officers, employees, and agents, acting or purporting to act in that capacity, and which
would have been legal and valid but for the dissolution,
shall stand ratified and confirmed.
(e) Without limiting the generality of subsection (d), upon the filing of the application for reinstatement, no member, manager, or officer shall be personally liable for the debts and liabilities of the limited liability company incurred during the period of administrative dissolution by reason of the fact that the limited liability company was administratively dissolved at the time the debts or liabilities were incurred.
(Source: P.A. 98-776, eff. 1-1-15; 99-78, eff. 7-20-15.)
|
(805 ILCS 180/35-45)
Sec. 35-45. Events causing member's dissociation. A member is dissociated from a limited liability company upon the occurrence of
any of the following events:
(1) The company's having notice of the member's |
| express will to dissociate upon the date of notice or on a later date specified by the member.
|
|
(2) An event agreed to in the operating agreement as
|
| causing the member's dissociation.
|
|
(3) Upon transfer of all of a member's distributional
|
| interest, other than a transfer for security purposes or a court order charging the member's distributional interest that has not been foreclosed.
|
|
(4) The member's expulsion pursuant to the operating
|
|
(5) The member's expulsion by unanimous vote of the
|
|
(A) it is unlawful to carry on the company's
|
| business with the member;
|
|
(B) there has been a transfer of substantially
|
| all of the member's distributional interest, other than a transfer for security purposes or a court order charging the member's distributional interest that has not been foreclosed;
|
|
(C) within 90 days after the company notifies a
|
| corporate member that it will be expelled because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, the member fails to obtain a revocation of the certificate of dissolution or a reinstatement of its charter or its right to conduct business; or
|
|
(D) a partnership or a limited liability company
|
| that is a member has been dissolved and its business is being wound up.
|
|
(6) On application by the company or another member,
|
| the member's expulsion by judicial determination because the member:
|
|
(A) engaged in wrongful conduct that adversely
|
| and materially affected the company's business;
|
|
(B) willfully or persistently committed a
|
| material breach of the operating agreement or of a duty owed to the company or the other members under Section 15-3; or
|
|
(C) engaged in conduct relating to the company's
|
| business that makes it not reasonably practicable to carry on the business with the member.
|
|
(7) The member's:
(A) becoming a debtor in bankruptcy;
(B) executing an assignment for the benefit of
|
|
(C) seeking, consenting to, or acquiescing in the
|
| appointment of a trustee, receiver, or liquidator of the member or of all or substantially all of the member's property; or
|
|
(D) failing, within 90 days after the
|
| appointment, to have vacated or stayed the appointment of a trustee, receiver, or liquidator of the member or of all or substantially all of the member's property obtained without the member's consent or acquiescence, or failing within 90 days after the expiration of a stay to have the appointment vacated.
|
|
(8) In the case of a member who is an individual:
(A) the member's death;
(B) the appointment of a guardian or general
|
| conservator for the member; or
|
|
(C) a judicial determination that the member has
|
| otherwise become incapable of performing the member's duties under the operating agreement.
|
|
(9) In the case of a member that is a trust or is
|
| acting as a member by virtue of being a trustee of a trust, distribution of the trust's entire rights to receive distributions from the company, but not merely by reason of the substitution of a successor trustee.
|
|
(10) In the case of a member that is an estate or is
|
| acting as a member by virtue of being a personal representative of an estate, distribution of the estate's entire rights to receive distributions from the company, but not merely the substitution of a successor personal representative.
|
|
(11) Termination of the existence of a member if the
|
| member is not an individual, estate, or trust other than a business trust.
|
|
(12) In the case of a company that participates in a
|
| merger under Article 37, if:
|
|
(A) the company is not the surviving entity; or
(B) otherwise as a result of the merger, the
|
| person ceases to be a member.
|
|
(13) The company participates in a conversion under
|
|
(14) The company participates in a domestication
|
| under the Entity Omnibus Act, if, as a result, the person ceases to be a member.
|
|
(Source: P.A. 100-561, eff. 7-1-18; 101-553, eff. 1-1-20.)
|
(805 ILCS 180/35-55)
Sec. 35-55. Effect of member's dissociation.
(a) Upon a member's dissociation from a limited liability company:
(1) the member's right to participate in the |
| management and conduct of the company's business terminates, except as otherwise provided in Section 35-4, and the member ceases to be a member and is treated the same as a transferee of a member;
|
|
(2) the member's fiduciary duties terminate, except
|
| as provided in subdivision (3) of this subsection (a);
|
|
(3) the member's duty of loyalty under subdivisions
|
| (1) and (2) of subsection (b) of Section 15-3 and duty of care under subsection (c) of Section 15-3 continue only with regard to matters arising and events occurring before the member's dissociation, unless the member participates in winding up the company's business pursuant to Section 35-4; and
|
|
(4) subject to Section 30-25 and Article 37, any
|
| distributional interest owned by the person immediately before dissociation in the person's capacity as a member is owned by the person solely as a transferee.
|
|
(b) A person's dissociation as a member of a limited liability company does not of itself discharge the person from any debt, obligation, or other liability to the company or the other members which the person incurred while a member.
(Source: P.A. 99-637, eff. 7-1-17.)
|
(805 ILCS 180/37-5)
Sec. 37-5. Definitions. In this Article:
"Constituent limited liability company" means a constituent organization that is a limited liability company. "Constituent organization" means an organization that is party to a merger. "Governing statute" means the statute that governs an organization's internal affairs. "Organization" means a general partnership, including a limited liability partnership, limited partnership, including a limited liability limited partnership, limited liability company, business trust, corporation, or any other person having a governing statute. The term includes a domestic or foreign organization regardless of whether organized for profit. "Organizational document" means: (1) for a domestic or foreign general partnership, |
| its partnership agreement;
|
|
(2) for a limited partnership or foreign limited
|
| partnership, its certificate of limited partnership and partnership agreement;
|
|
(3) for a domestic or foreign limited liability
|
| company, its certificate or articles of organization and operating agreement, or comparable records as provided in its governing statute;
|
|
(4) for a business trust, its agreement of trust and
|
|
(5) for a domestic or foreign corporation for
|
| profit, its articles of incorporation, bylaws, and any agreements among its shareholders which are authorized by its governing statute, or comparable records as provided in its governing statute; and
|
|
(6) for any other organization, the basic records
|
| that create the organization and determine its internal governance and the relations among the persons that own it, have an interest in it, or are members of it.
|
|
"Personal liability" means liability for a debt, obligation, or other liability of an organization which is imposed on a person that co-owns, has an interest in, or is a member of the organization:
(1) by the governing statute solely by reason of the
|
| person co-owning, having an interest in, or being a member of the organization; or
|
|
(2) by the organization's organizational documents
|
| under a provision of the governing statute authorizing those documents to make one or more specified persons liable for all or specified debts, obligations, or other liabilities of the organization solely by reason of the person or persons co-owning, having an interest in, or being a member of the organization.
|
|
"Surviving organization" means an organization into which one or more other organizations are merged, whether the organization preexisted the merger or was created by the merger.
(Source: P.A. 99-637, eff. 7-1-17; 100-561, eff. 7-1-18.)
|
(805 ILCS 180/37-20)
Sec. 37-20. Merger of entities.
(a) A limited
liability company may merge with one or more other constituent organizations pursuant to this Section, Sections 37-21 through 37-30, and a plan of merger, if: (1) the governing statute of each of the other |
| organizations authorizes the merger;
|
|
(2) the merger is not prohibited by the law of a
|
| jurisdiction that enacted any of the governing statutes; and
|
|
(3) each of the other organizations complies with
|
| its governing statute in effecting the merger.
|
|
(b) A plan of merger must be in a record and must include:
(1) the name and form of each constituent
|
|
(2) the name and form of the surviving organization
|
| and, if the surviving organization is to be created by the merger, a statement to that effect;
|
|
(3) the terms and conditions of the merger, including
|
| the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration;
|
|
(4) if the surviving organization is to be created by
|
| the merger, the surviving organization's organizational documents that are proposed to be in a record; and
|
|
(5) if the surviving organization is not to be
|
| created by the merger, any amendments to be made by the merger to the surviving organization's organizational documents that are, or are proposed to be, in a record.
|
|
(Source: P.A. 99-637, eff. 7-1-17.)
|
(805 ILCS 180/37-25)
Sec. 37-25. Articles of merger.
(a) After each constituent organization has approved a merger, articles of merger must
be signed on behalf of: (1) each constituent limited liability company as |
| provided in Section 5-45; and
|
|
(2) each other constituent organization, as provided
|
| in its governing statute.
|
|
(b) Articles of merger under this Section must include:
(1) the name and form of each constituent
|
| organization and the jurisdiction of its governing statute;
|
|
(2) the name and form of the surviving organization,
|
| the jurisdiction of its governing statute and, if the surviving organization is created by the merger, a statement to that effect;
|
|
(3) the date merger is effective under the governing
|
| statute of the surviving organization;
|
|
(4) if the surviving organization is to be created by
|
|
(A) if it will be a limited liability company,
|
| the company's articles of organization; or
|
|
(B) if it will be an organization other than a
|
| limited liability company, the organizational document that creates the organization that is in a public record;
|
|
(5) if the surviving organization preexists the
|
| merger, any amendments provided for in the plan of merger for the organizational document that created the organization that are in a public record;
|
|
(6) a statement as to each constituent organization
|
| that the merger was approved as required by the organization's governing statute;
|
|
(7) if the surviving organization is a foreign
|
| organization not authorized to transact business in this State, the street and mailing addresses of an office the Secretary of State may use for the purposes of subsection (b) of Section 37-30; and
|
|
(8) any additional information required by the
|
| governing statute of any constituent organization.
|
|
(c) Each constituent limited liability company shall deliver the articles of merger for filing to the Secretary of State, together with a copy of that portion of the plan of merger that contains the name and form of each constituent organization and the surviving organization.
(d) A merger becomes effective:
(1) if the surviving organization is a limited
|
| liability company, upon the later of:
|
|
(A) the filing of the articles of merger with
|
| the Secretary of State; or
|
|
(B) subject to Section 5-40, as specified in the
|
|
(2) if the surviving organization is not a limited
|
| liability company, as provided by the governing statute of the surviving organization.
|
|
(Source: P.A. 99-637, eff. 7-1-17.)
|
(805 ILCS 180/37-30)
Sec. 37-30. Effect of merger.
(a) When a merger becomes effective:
(1) the surviving organization continues or comes |
|
(2) each constituent organization that merges into
|
| the surviving organization ceases to exist as a separate entity;
|
|
(3) all property owned by each constituent
|
| organization that ceases to exist vests in the surviving organization;
|
|
(4) all debts, obligations, or other liabilities of
|
| each constituent organization that ceases to exist continue as debts, obligations, or other liabilities of the surviving organization;
|
|
(5) an action or proceeding pending by or against
|
| any constituent organization that ceases to exist may be continued as if the merger had not occurred;
|
|
(6) except as prohibited by other law, all of the
|
| rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization;
|
|
(7) except as otherwise provided in the plan of
|
| merger, the terms and conditions of the plan of merger take effect;
|
|
(8) except as otherwise agreed, if a constituent
|
| limited liability company ceases to exist, the merger does not dissolve the limited liability company for the purposes of Article 35;
|
|
(9) if the surviving organization is created by the
|
|
(A) if it is a limited liability company, the
|
| articles of organization become effective; or
|
|
(B) if it is an organization other than a
|
| limited liability company, the organizational document that creates the organization becomes effective; and
|
|
(10) if the surviving organization preexisted the
|
| merger, any amendments provided for in the articles of merger for the organizational document that created the organization become effective.
|
|
(b) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this State to enforce any debt, obligation, or other liability owed by a constituent organization, if before the merger the constituent organization was subject to suit in this State on the debt, obligation, or other liability. A surviving organization that is a foreign organization and not authorized to transact business in this State appoints the Secretary of State as its agent for service of process for the purposes of enforcing a debt, obligation, or other liability under this subsection. Service on the Secretary of State under this subsection must be made in the same manner and has the same consequences as in subsections (b) and (c) of Section 1-50.
(c) A surviving organization that is a foreign organization may not do business in this State until an application for that authority is filed with the Secretary of State.
(Source: P.A. 99-637, eff. 7-1-17.)
|
(805 ILCS 180/37-40) Sec. 37-40. Series of members, managers or limited liability company interests. (a) An operating agreement may establish or provide for the establishment of designated series of members, managers or limited liability company interests having separate rights, powers or duties with respect to specified property or obligations of the limited liability company or profits and losses associated with specified property or obligations, and to the extent provided in the operating agreement, any such series may have a separate business purpose or investment objective.
(b) Notwithstanding anything to the contrary set forth in this Section or under other applicable law, in the event that an operating agreement creates one or more series, and if separate and distinct records are maintained for any such series and the assets associated with any such series are held (directly or indirectly, including through a nominee or otherwise) and accounted for separately from the other assets of the limited liability company, or any other series thereof, and if the operating agreement so provides, and notice of the limitation on liabilities of a series as referenced in this subsection is set forth in the articles of organization of the limited liability company and if the limited liability company has filed a certificate of designation for each series which is to have limited liability under this Section, then the debts, liabilities and obligations incurred, contracted for or otherwise existing with respect to a particular series shall be enforceable against the assets of such series only, and not against the assets of the limited liability company generally or any other series thereof, and unless otherwise provided in the operating agreement, none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the limited liability company generally or any other series thereof shall be enforceable against the assets of such series. The fact that the articles of organization contain the foregoing notice of the limitation on liabilities of a series and a certificate of designation for a series is on file in the Office of the Secretary of State shall constitute notice of such limitation on liabilities of a series. A series with limited liability shall be treated as a separate entity to the extent set forth in the articles of organization. Each series with limited liability may, in its own name, contract, hold title to assets, grant security interests, sue and be sued and otherwise conduct business and exercise the powers of a limited liability company under this Act. The limited liability company and any of its series may elect to consolidate their operations as a single taxpayer to the extent permitted under applicable law, elect to work cooperatively, elect to contract jointly or elect to be treated as a single business for purposes of qualification to do business in this or any other state. Such elections shall not affect the limitation of liability set forth in this Section except to the extent that the series have specifically accepted joint liability by contract.
(c) Except in the case of a foreign limited liability company that has adopted an assumed name pursuant to Section 45-15, the name of the series with limited liability must commence with the entire name of the limited liability company, as set forth in its articles of organization, and be distinguishable from the names of the other series set forth in the articles of organization.
In the case of a foreign limited liability company that has adopted an assumed name pursuant to Section 45-15, the name of the series with limited liability must commence with the entire name, as set forth in the foreign limited liability company's assumed name application, under which the foreign limited liability company has been admitted to transact business in this State.
(d) Upon the filing of the certificate of designation with the Secretary of State setting forth the name of each series with limited liability, the series' existence shall begin, and each of the duplicate copies stamped "Filed" and marked with the filing date shall be conclusive evidence, except as against the State, that all conditions precedent required to be performed have been complied with and that the series has been or shall be legally organized and formed under this Act. If different from the limited liability company, the certificate of designation for each series shall list the name and business address of all of the managers and any member having the authority of a manager. The name of a series with limited liability under subsection (b) of this Section may be changed by filing with the Secretary of State a certificate of designation identifying the series whose name is being changed and the new name of such series. If not the same as the limited liability company, the name and business address of all of the managers and any member having the authority of a manager may be changed by filing a new certificate of designation with the Secretary of State. A series with limited liability under subsection (b) of this Section may be dissolved by filing with the Secretary of State a certificate of designation identifying the series being dissolved or by the dissolution of the limited liability company as provided in subsection (m) of this Section. Certificates of designation may be executed by the limited liability company or any manager, person or entity designated in the operating agreement for the limited liability company.
(e) A series of a limited liability company will be deemed to be in good standing as long as the limited liability company is in good standing.
(f) The registered agent and registered office for the limited liability company in Illinois shall serve as the agent and office for service of process in Illinois for each series.
(g) An operating agreement may provide for classes or groups of members or managers associated with a series having such relative rights, powers and duties as the operating agreement may provide, and may make provision for the future creation of additional classes or groups of members or managers associated with the series having such relative rights, powers and duties as may from time to time be established, including rights, powers and duties senior to existing classes and groups of members or managers associated with the series.
(h) A series may be managed by either the member or members associated with the series or by a manager or managers chosen by the members of such series, as provided in the operating agreement. Unless otherwise provided in an operating agreement, the management of a series shall be vested in the members associated with such series.
(i) An operating agreement may grant to all or certain identified members or managers or a specified class or group of the members or managers associated with a series the right to vote separately or with all or any class or group of the members or managers associated with the series, on any matter. An operating agreement may provide that any member or class or group of members associated with a series shall have no voting rights.
(j) Except to the extent modified in this Section, the provisions of this Act which are generally applicable to limited liability companies, their managers, members and transferees shall be applicable to each particular series with respect to the operation of such series.
(k) Except as otherwise provided in an operating agreement, any event under this Act or in an operating agreement that causes a manager to cease to be a manager with respect to a series shall not, in itself, cause such manager to cease to be a manager of the limited liability company or with respect to any other series thereof.
(l) Except as otherwise provided in an operating agreement, any event under this Act or an operating agreement that causes a member to cease to be associated with a series shall not, in itself, cause such member to cease to be associated with any other series or terminate the continued membership of a member in the limited liability company or cause the termination of the series, regardless of whether such member was the last remaining member associated with such series.
(m) Except to the extent otherwise provided in the operating agreement, a series may be dissolved and its affairs wound up without causing the dissolution of the limited liability company. The dissolution of a series established in accordance with subsection (b) of this Section shall not affect the limitation on liabilities of such series provided by subsection (b) of this Section. A series is terminated and its affairs shall be wound up upon the dissolution of the limited liability company under Article 35 of this Act.
(n) If a limited liability company with the ability to establish series does not register to do business in a foreign jurisdiction for itself and certain of its series, a series of a limited liability company may itself register to do business as a limited liability company in the foreign jurisdiction in accordance with the laws of the foreign jurisdiction.
(o) If a foreign limited liability company, as permitted in the jurisdiction of its organization, has established a series having separate rights, powers or duties and has limited the liabilities of such series so that the debts, liabilities and obligations incurred, contracted for or otherwise existing with respect to a particular series are enforceable against the assets of such series only, and not against the assets of the limited liability company generally or any other series thereof, or so that the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the limited liability company generally or any other series thereof are not enforceable against the assets of such series, then the limited liability company, on behalf of itself or any of its series, or any of its series on their own behalf may register to do business in the State in accordance with Section 45-5 of this Act. The limitation of liability shall be so stated on the application for admission as a foreign limited liability company and a certificate of designation shall be filed for each series being registered to do business in the State by the limited liability company. Unless otherwise provided in the operating agreement, the debts, liabilities and obligations incurred, contracted for or otherwise existing with respect to a particular series of such a foreign limited liability company shall be enforceable against the assets of such series only, and not against the assets of the foreign limited liability company generally or any other series thereof and none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to such a foreign limited liability company generally or any other series thereof shall be enforceable against the assets of such series.
(Source: P.A. 98-720, eff. 7-16-14; 99-608, eff. 7-22-16; 99-637, eff. 7-1-17.) |
(805 ILCS 180/45-5)
Sec. 45-5. Admission to transact business.
(a) Except as provided in Article V of the Illinois Insurance Code,
before transacting business in this State, a
foreign limited liability company shall be admitted to do so
by the Secretary of State. In order to be admitted, a
foreign limited liability company shall submit to the Office
of the Secretary of State an application for admission to
transact business as a foreign limited liability company
setting forth all of the following:
(1) The name of the foreign limited liability company |
| and, if different, the name under which it proposes to transact business in this State.
|
|
(2) The jurisdiction, date of its formation, and
|
|
(3) A certificate stating that the company is in
|
| existence under the laws of the jurisdiction wherein it is organized executed by the Secretary of State of that jurisdiction or by some other official that may have custody of the records pertaining to limited liability companies (or affidavit from an appropriate official of the jurisdiction that good standing certificates are not issued or other evidence of existence which the Secretary of State shall deem appropriate).
|
|
(4) The name and business address of the proposed
|
| registered agent in this State, which registered agent shall be an individual resident of this State, a domestic corporation, or a foreign corporation having a place of business in, and authorized to do business in, this State; if the registered agent is a corporation, the corporation must be authorized by its articles of incorporation to act as a registered agent.
|
|
(5) The address, including street and number, rural
|
| route number or 911 address, where applicable, of its principal place of business.
|
|
(6) The purpose or purposes for which it was
|
| organized and the purpose or purposes which it proposes to conduct in the transaction of business in this State.
|
|
(7) A statement whether the limited liability company
|
| is managed by a manager or managers or whether management of the limited liability company is vested in the members.
|
|
(8) A statement that the Secretary of State is
|
| appointed the agent of the foreign limited liability company for service of process under the circumstances set forth in subsection (b) of Section 1-50.
|
|
(9) All additional information that may be necessary
|
| or appropriate in order to enable the Secretary of State to determine whether the limited liability company is entitled to transact business in this State.
|
|
(b) No foreign limited liability company shall transact
in this State any business that a limited liability company
formed under the laws of this State is not permitted to
transact. A foreign limited liability company
admitted to transact business in this State shall, until
admission is revoked as provided in this Act,
enjoy the same, but no greater, rights and privileges as a
limited liability company formed under the laws of this
State.
(c) The acceptance and filing by the Office of the
Secretary of State of a foreign limited liability company's
application shall admit the foreign limited liability company
to transact business in the State.
(Source: P.A. 98-171, eff. 8-5-13.)
|
(805 ILCS 180/45-20)
Sec. 45-20.
Registration; registered name of
foreign limited liability company.
(a) Any foreign limited
liability company not transacting business in this State and
not authorized to transact business in this State may
register its name, provided its name is available for use as
determined by the Secretary of State in accordance with the
provisions of this Act that specify name availability for
limited liability companies organized in Illinois.
Registration shall be made by doing the following:
(1) executing and filing in accordance with the forms |
| and regulations that the Secretary of State may specify:
|
|
(A) an application for registration, stating the
|
| name of the limited liability company, the State or place under the laws of which it is organized, the date of its organization, a brief statement of the business in which it is engaged or plans to engage, the post-office address of the limited liability company to which the Secretary of State may mail notices as required or permitted by this Act, and that it desires to register its name under this Section; and
|
|
(B) a certificate setting forth that the limited
|
| liability company is in good standing under the laws of the State or place wherein it is organized executed by the Secretary of State of that state or by some other public official that may have custody of the records pertaining to limited liability companies; and
|
|
(2) paying to the Secretary of State a fee of
$300.
(b) Registration shall be effective from the date
of filing by the Secretary of State until the first day of
the twelfth month following that date.
(c) Registration may be renewed from year to year
by filing an application for renewal setting forth the facts
required in an original application for registration and accompanied by a
certificate of good standing as required for the original
registration and by paying the fee of $100 within 60 days
immediately preceding the first day of the twelfth month
following the date of filing the original registration or
previous renewal. Renewal shall extend the registration
for 12 months, to expire on the first day of the month in
which the original registration was filed the next year.
(d) Any foreign limited liability company that has in
effect a registration of its name may cancel that
registration at any time by filing an application for
cancellation in the same manner and setting forth the same
facts required to be set forth in an original registration
and paying the fee prescribed by this Act.
(e) The Secretary of State may cancel any registration
if, after a hearing, he or she finds that the application
therefor or any renewal thereof was made contrary to this
Act.
(Source: P.A. 87-1062.)
|
(805 ILCS 180/45-35)
Sec. 45-35. Grounds for revocation of admission. (a) The admission of a foreign limited liability
company to transact business in this State may be revoked by
the Secretary of State if:
(1) The foreign limited company has failed to:
(A) file its annual report and pay its fee as |
| required by this Act before the first day of the anniversary month or has failed to pay any fees or penalties prescribed by this Act;
|
|
(B) appoint and maintain a registered agent in
|
| Illinois within 60 days after a registered agent's notice of resignation under Section 1-35;
|
|
(C) (blank);
(D) file in the Office of the Secretary of State
|
| any amendment to its application for admission as specified in Section 45-25 or any report after the expiration of the period prescribed in this Act for filing the report; or
|
|
(E) renew its assumed name, or to apply to change
|
| its assumed name under this Act, when the limited liability company may only transact business within this State under its assumed name in accordance with the provisions of Section 45-15 of this Act.
|
|
(2) A misrepresentation has been made of any material
|
| matter in any application, report, affidavit, or other document submitted by the foreign limited liability company under this Act.
|
|
(2.5) A manager or member to whom interrogatories
|
| have been propounded by the Secretary of State as provided in Section 5-60 of this Act fails to answer the interrogatories fully and to timely file the answer in the office of the Secretary of State.
|
|
(3) The Secretary of State receives a certified copy
|
| of a memorandum of judgment relating to a judgment entered for money owed to a unit of local government or school district, together with a statement filed by its attorney that the judgment has not been satisfied and that no appeal has been filed.
|
|
(4) It has tendered payment to the Secretary of State
|
| which is returned due to insufficient funds, a closed account, or for any other reason, and acceptable payment has not been subsequently tendered.
|
|
(b) (Blank).
(c) (Blank).
(Source: P.A. 98-171, eff. 8-5-13.)
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(805 ILCS 180/45-36) Sec. 45-36. Procedure for revocation of admission. (a) After the Secretary of State determines that one or more grounds exist under Section 45-35 for the revocation of admission of a foreign limited liability company, the Secretary of State shall send a notice of delinquency by regular mail to each delinquent limited liability company at its registered office or, if the limited liability company has failed to maintain a registered office, then to the last known address shown on the records of the Secretary of State for the principal place of business. (b) If the limited liability company does not correct the default described in item (A) or (D) of paragraph (1) of subsection (a) of Section 45-35 within 120 days following the date of the notice of delinquency, the Secretary of State shall revoke the admission of the limited liability company by issuing a certificate of revocation that recites the grounds for revocation and its effective date. If the limited liability company does not correct the default described in item (B) or (E) of paragraph (1) or paragraph (2), (2.5), (3), or (4) of subsection (a) of Section 45-35 within 60 days following the notice, the Secretary of State shall revoke the admission of the limited liability company by issuing a certificate of revocation that recites the grounds for revocation and its effective date. The Secretary of State shall file the original of the certificate in his or her office and mail one copy to the limited liability company at its registered office or, if the limited liability company has failed to maintain a registered office, then to the last known address shown on the records of the Secretary of State for the principal place of business. (c) Upon the issuance of a certificate of revocation, the admission of the limited liability company to transact business in this State shall cease and the revoked company shall not thereafter carry on any business in this State.
(d) The Secretary of State shall, from information received from the Illinois Commerce Commission, compile and keep a list of all foreign limited liability companies that are regulated pursuant to the provisions of the Public Utilities Act, or the Collateral Recovery Act, or the Personal Property Storage Act, or Chapter 18a, 18c, or 18d of the Illinois Vehicle Code and which hold, as a prerequisite for doing business in this State, any franchise, license, permit, or right to engage in any business regulated by such Acts. (e) Each month the Secretary of State shall, by written notice, advise the Chief Clerk of the Illinois Commerce Commission of any foreign limited liability company on the list maintained under subsection (d) whose admission to do business in Illinois has been revoked within the month. (f) The Secretary of State and the Illinois Commerce Commission may provide each other the information required under this Section in an electronic format, including, without limitation by means of such agreed access, those records of the Secretary of State that will provide the Illinois Commerce Commission the information it requires under the statutes it administers. The provision of information under this Section shall begin as soon as is practicable, but in no event later than October 1, 2020. (Source: P.A. 101-494, eff. 1-1-20.) |
(805 ILCS 180/45-40)
Sec. 45-40. Withdrawal.
(a) A foreign limited liability company admitted to
transact business in this State may withdraw from this State
upon filing with the Secretary of State an application for
withdrawal. In order to withdraw, the foreign limited
liability company shall deliver to the Secretary of State an
application for withdrawal, which shall set forth all of the
following:
(1) The name of the limited liability company and the |
| State or country under the laws of which it is organized.
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(2) That the limited liability company is not
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| transacting business in this State.
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(3) That the limited liability company surrenders its
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| admission to transact business in this State.
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(4) That the limited liability company revokes the
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| authority of its registered agent in this State to accept service of process and consents that service of process in any action, suit, or proceeding based upon any cause of action arising in this State during the time the limited liability company was admitted to transact business in this State may thereafter be made on the limited liability company by service thereof upon the Secretary of State.
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(5) A post office address to which may be mailed a
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| copy of any process against the limited liability company that may be served on the Secretary of State.
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(6) All additional information that is necessary or
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| appropriate in order to enable the Secretary of State to determine and assess any unpaid fees payable by the limited liability company as prescribed in this Article.
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(b) The application for withdrawal shall be in the form
and manner designated by the Secretary of State and shall be
executed by the limited liability company by one of its
managers or, if none, any member or members that may be
designated by the members pursuant to limited liability
company action properly taken under applicable local law or,
if the limited liability company is in the hands of a
receiver or trustee, by the receiver or trustee on behalf of
the limited liability company. This report shall be
accompanied by a written declaration that it is made under
the penalties of perjury.
(Source: P.A. 98-171, eff. 8-5-13.)
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(805 ILCS 180/45-47)
Sec. 45-47.
Activities that do not constitute transacting business.
(a) Without excluding other activities that may not constitute transacting
business
in this State, a foreign limited liability company shall not be considered to
be transacting
business in this State, for purposes of this Article 45, by reason of carrying
on in this
State any one or more of the following activities:
(1) Maintaining, defending, or settling any |
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(2) Holding meetings of the managers or members or
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| carrying on other activities concerning internal company affairs.
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(3) Maintaining bank accounts.
(4) Maintaining offices or agencies for the transfer,
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| exchange, and registration of the limited liability company's own securities or maintaining trustees or depositaries with respect to those securities.
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(5) Selling through independent contractors.
(6) Soliciting or obtaining orders, whether by mail
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| or through employees or agents or otherwise, if orders require acceptance outside this State before they become contracts.
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(7) Owning, without more, real or personal property.
(8) Conducting an isolated transaction that is
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| completed within 120 days and that is not one in the course of repeated transactions of a like nature.
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(9) Having a member or manager who is a resident of
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(b) This Section has no application to the question of whether any foreign
limited
liability company is subject to service of process and suit in this State under
any law of
this State.
(Source: P.A. 93-59, eff. 7-1-03.)
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(805 ILCS 180/45-65)
Sec. 45-65. Reinstatement following revocation.
(a) A limited liability company whose admission has been revoked under
Section
45-35 may be reinstated by the Secretary of State following the date of issuance of the certificate of revocation upon:
(1) The filing of the application for reinstatement.
(2) The filing with the Secretary of State by the |
| limited liability company of all reports then due and becoming due.
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(3) The payment to the Secretary of State by the
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| limited liability company of all fees and penalties then due and becoming due.
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(b) The application for reinstatement shall be executed and filed in
duplicate
in accordance with Section 5-45 and shall set forth all of
the following:
(1) The name of the limited liability company at the
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| time of the issuance of the notice of revocation.
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(2) If the name is not available for use as
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| determined by the Secretary of State at the time of filing the application for reinstatement, the name of the limited liability company as changed, provided that any change is properly effected under Sections 1-10 and 45-25.
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(3) The date of the issuance of the notice of
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(4) The address, including street and number or rural
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| route number of the registered office of the limited liability company upon reinstatement and the name of its registered agent at that address upon the reinstatement of the limited liability company, provided that any change from either the registered office or the registered agent at the time of revocation is properly reported under Section 1-35.
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(c) When a limited liability company whose admission has been revoked has
complied with the provisions of this Section, the Secretary of
State shall file the application for
reinstatement.
(d) Upon the filing of the application for reinstatement: (i) the admission
of
the limited liability company to transact business in this State shall be
deemed to have continued without interruption from the date of the issuance of
the notice of revocation, (ii) the limited liability company shall
stand revived with the powers, duties, and obligations as if its admission had
not been revoked, and (iii) all acts and proceedings of its members or
managers, acting or purporting to act in that capacity, that would have been
legal and valid but for the revocation, shall stand ratified and
confirmed.
(Source: P.A. 94-605, eff. 1-1-06.)
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(805 ILCS 180/45-70) Sec. 45-70. Reinstatement following termination. (a) A voluntarily terminated limited liability company may be reinstated by the Secretary of State following the date of issuance of the notice of termination upon: (1) The filing of an application for reinstatement. (2) The filing with the Secretary of State by the |
| limited liability company of all reports then due and theretofore becoming due.
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(3) The payment to the Secretary of State of all fees
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| and penalties then due and theretofore becoming due.
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(b) The application for reinstatement shall be executed and filed in duplicate in accordance with Section 5-45 of this Act and shall set forth all of the following:
(1) The name of the limited liability company at the
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| time of the issuance of the notice of termination.
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(2) If the name is not available for use as
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| determined by the Secretary of State at the time of filing the application for reinstatement, the name of the limited liability company as changed, provided that any change of name is properly effected under Section 1-10 and Section 5-25 of this Act.
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(3) The date of issuance of the notice of termination.
(4) The address, including street and number or rural
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| route number, of the registered office of the limited liability company upon reinstatement thereof and the name of its registered agent at that address upon the reinstatement of the limited liability company, provided that any change from either the registered office or the registered agent at the time of termination is properly reported under Section 1-35 of this Act.
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(c) When a terminated limited liability company has complied with the provisions of the Section, the Secretary of State shall file the application for reinstatement.
(d) Upon the filing of the application for reinstatement, the existence of the limited liability company shall be deemed to have continued without interruption from the date of the issuance of the notice of termination, and the limited liability company shall stand revived with the powers, duties, and obligations as if it had not been terminated. All acts and proceedings of its members, managers, officers, employees, and agents, acting or purporting to act in that capacity, and which would have been legal and valid but for the termination, shall stand ratified and confirmed.
(e) Without limiting the generality of subsection (d), upon the filing of the application for reinstatement, no member, manager, or officer shall be personally liable for the debts and liabilities of the limited liability company incurred during the period of termination by reason of the fact that the limited liability company was terminated at the time the debts or liabilities were incurred.
(Source: P.A. 102-282, eff. 1-1-22.)
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(805 ILCS 180/50-1)
Sec. 50-1. Annual reports.
(a) Each limited liability company organized under the
laws of this State and each foreign limited liability company
admitted to transact business in this State shall file,
within the time prescribed by this Act, an annual report
setting forth all of the following:
(1) The name of the limited liability company.
(2) The address, including street and number or rural |
| route number, of its registered office in this State and the name of its registered agent at that address.
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(3) The address, including street and number or rural
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| route number of its principal place of business.
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(4) The name and business address of all of the
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| managers and any member having the authority of a manager.
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(5) Additional information that may be necessary or
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| appropriate in order to enable the Secretary of State to administer this Act and to verify the proper amount of fees payable by the limited liability company.
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(6) The annual report shall be made on forms
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| prescribed and furnished by the Secretary of State, and the information therein, required by paragraphs (1) through (4) of subsection (a), both inclusive, shall be given as of the date of execution of the annual report. The annual report shall be executed by a manager or, if none, a member designated by the members pursuant to limited liability company action properly taken under Section 15-1.
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(b) The annual report, together with all fees
and charges prescribed by this Act, shall be delivered
to the Secretary of State within 60 days immediately
preceding the first day of the anniversary month.
Proof to the satisfaction of the Secretary of State that, before the first
day of the anniversary month of the limited liability company, the report,
together with all fees and charges as prescribed by this Act, was deposited in
the United States mail in a sealed envelope, properly addressed, with postage
prepaid, shall be deemed a compliance with this requirement. If the Secretary of
State finds that the report conforms to the requirements
of this Act, he or she shall file it. If the Secretary of State
finds that it does not so conform, he or she shall
promptly return it to the limited liability company for
any necessary corrections, in which event the penalties
prescribed for failure to file the report within the
time provided shall not apply if the report is
corrected to conform to the requirements of this Act and
returned to the Secretary of State within 60 days of the
original due date of the report.
(Source: P.A. 99-637, eff. 7-1-17.)
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(805 ILCS 180/50-10)
Sec. 50-10. Fees.
(a) The Secretary of State shall charge and collect in
accordance with the provisions of this Act and rules
promulgated under its authority all of the following:
(1) Fees for filing documents.
(2) Miscellaneous charges.
(3) Fees for copies
of any documents.
(b) The Secretary of State shall charge and collect for
all of the following:
(1) Filing articles of organization (domestic), |
| application for admission (foreign), and restated articles of organization (domestic), $150. Notwithstanding the foregoing, the fee for filing articles of organization (domestic), application for admission (foreign), and restated articles of organization (domestic) in connection with a limited liability company with a series or the ability to establish a series pursuant to Section 37-40 of this Act is $400.
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(2) Filing amendments (domestic or foreign), $50.
(3) Filing a statement of termination or application
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(4) Filing an application to reserve a name, $25.
(5) Filing a notice of cancellation of a reserved
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(6) Filing a notice of a transfer of a reserved name,
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(7) Registration of a name, $50.
(8) Renewal of registration of a name, $50.
(9) Filing an application for use of an assumed name
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| under Section 1-20 of this Act, $150 for each year or part thereof ending in 0 or 5, $120 for each year or part thereof ending in 1 or 6, $90 for each year or part thereof ending in 2 or 7, $60 for each year or part thereof ending in 3 or 8, $30 for each year or part thereof ending in 4 or 9, and a renewal for each assumed name, $150.
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(9.5) Filing an application for change of an assumed
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(10) Filing an application for cancellation of an
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(11) Filing an annual report of a limited liability
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| company or foreign limited liability company, $75, if filed as required by this Act, plus a penalty if delinquent. Notwithstanding the foregoing, the fee for filing an annual report of a limited liability company or foreign limited liability company is $75 plus $50 for each series for which a certificate of designation has been filed pursuant to Section 37-40 of this Act and is in effect on the last day of the third month preceding the company's anniversary month, plus a penalty if delinquent.
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(12) Filing an application for reinstatement of a
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| limited liability company or foreign limited liability company, $200.
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(13) Filing articles of merger, $100 plus $50 for
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| each party to the merger in excess of the first 2 parties.
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(14) (Blank).
(15) Filing a statement of change of address of
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| registered office or change of registered agent, or both, or filing a statement of correction, $25.
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(16) Filing a petition for refund, $5.
(17) Filing a certificate of designation of a
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| limited liability company with a series pursuant to Section 37-40 of this Act, $50.
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(18) (Blank).
(19) Filing, amending, or cancelling a statement of
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(20) Filing, amending, or cancelling a statement of
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(21) Filing any other document, $5.
(22) For furnishing a copy or certified copy of any
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| document, instrument, or paper relating to a limited liability company or foreign limited liability company, or for a certificate, $25.
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(c) (Blank).
(Source: P.A. 101-81, eff. 7-12-19; 101-578, eff. 8-26-19; 102-49, eff. 1-1-22.)
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(805 ILCS 180/50-15)
Sec. 50-15. Penalty.
(a) The Secretary of State shall declare any limited
liability company or foreign limited liability company to be
delinquent and not in good standing if any of the following
occur:
(1) It has failed to file its annual report and pay |
| the requisite fee as required by this Act before the first day of the anniversary month in the year in which it is due.
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(2) It has failed to appoint and maintain a
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| registered agent in Illinois within 60 days of notification of the Secretary of State by the resigning registered agent.
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(3) (Blank).
(b) If the limited liability company or foreign limited
liability company has not corrected the default within the
time periods prescribed by this Act, the Secretary of State
shall be empowered to invoke any of the following penalties:
(1) For failure or refusal to comply with subsection
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| (a) of this Section before the first day of the second month after the anniversary month, a penalty of $100 plus $100 for each year or fraction thereof beginning with the second year of delinquency until returned to good standing or until reinstatement is effected.
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(2) The Secretary of State shall not file any
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| additional documents, amendments, reports, or other papers relating to any limited liability company or foreign limited liability company organized under or subject to the provisions of this Act until any delinquency under subsection (a) is satisfied.
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(3) In response to inquiries received in the Office
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| of the Secretary of State from any party regarding a limited liability company that is delinquent, the Secretary of State may show the limited liability company as not in good standing.
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(Source: P.A. 100-753, eff. 1-1-19.)
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(805 ILCS 180/50-50)
Sec. 50-50. Department of Business Services Special Operations Fund.
(a) A special fund in the State treasury is created and shall be known as
the
Department of Business Services Special Operations Fund. Moneys deposited into
the Fund
shall, subject to appropriation, be used by the Department of Business Services
of the Office
of the Secretary of State, hereinafter "Department", to create and maintain the
capability to
perform expedited services in response to special requests made by the public
for same-day
or 24-hour service. Moneys deposited into the Fund shall be used for, but not
limited to,
expenditures for personal services, retirement, Social Security, contractual
services,
equipment, electronic data processing, and telecommunications.
(b) The balance in the Fund at the end of any fiscal year shall not exceed
$600,000,
and any amount in excess thereof shall be transferred to the General Revenue
Fund.
(c) All fees payable to the Secretary of State under this Section shall be
deposited
into the Fund. No other fees or charges collected under this Act
shall be
deposited into the
Fund.
(d) "Expedited services" means services rendered within the same day, or
within 24
hours from the time, the request therefor is submitted by the filer, law firm,
service company,
or messenger physically in person or, at the Secretary of State's discretion,
by electronic means, to the Department's Springfield Office and
includes, but is not limited to,
requests for certified copies, photocopies, and computer abstracts
made in person to the
Department's Springfield Office or to the Department's Chicago
Office. A request submitted by electronic means may not be considered a request for expedited services solely because of its submission by electronic means, unless expedited service is requested by the filer.
(e) Fees for expedited services shall be as follows:
Restated articles of organization, $200;
Merger, $200;
Articles of organization, $100;
Articles of amendment, $100;
Reinstatement, $100;
Application for admission to transact business, $100;
Computer abstract, $20;
All other filings, copies of documents and copies of |
| documents of dissolved or revoked limited liability companies, $50.
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(f) The Secretary may not provide expedited services for the online electronic filing of annual reports or requests for certificates of good standing.
(Source: P.A. 100-186, eff. 7-1-18; 100-561, eff. 7-1-18; 101-81, eff. 7-12-19; 101-578, eff. 8-26-19.)
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