Chapter 805 — BUSINESS ORGANIZATIONS

(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 re…

(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 op…

(805 ILCS 180/15-7) Sec. 15-7. Member and manager's right to reimbursement and indemnification. (a) A limited liability company shall reimburse a member or manager for payments made and indemnify a member or manager for debts, obligations, or other liabilities incurred by the mem…

(805 ILCS 180/20-1) Sec. 20-1. Form of contribution. The contribution of a member may be in cash, property, services rendered, or other benefit, or a promissory note or other obligation to contribute cash or property or to perform services. (Source: P.A. 99-637, eff. 7-1-17.)

(805 ILCS 180/20-10) Sec. 20-10. (Repealed). (Source: P.A. 87-1062. Repealed by P.A. 90-424, eff. 1-1-98.)

(805 ILCS 180/20-15) Sec. 20-15. (Repealed). (Source: P.A. 87-1062. Repealed by P.A. 90-424, eff. 1-1-98.)

(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, d…

(805 ILCS 180/25-1) Sec. 25-1. Interim distributions. (a) Any distributions made by a limited liability company before its dissolution and winding up must be in equal shares. (b) A member has no right to receive, and may not be required to accept, a distribution in kind. (Source:…

(805 ILCS 180/25-10) Sec. 25-10. (Repealed). (Source: P.A. 87-1062. Repealed by P.A. 90-424, eff. 1-1-98.)

(805 ILCS 180/25-15) Sec. 25-15. (Repealed). (Source: P.A. 87-1062. Repealed by P.A. 90-424, eff. 1-1-98.)

(805 ILCS 180/25-20) Sec. 25-20. Right to distribution. At the time a member becomes entitled to receive a distribution, the member has the status of and is entitled to all remedies available to a creditor of the limited liability company with respect to the distributions. (Sourc…

(805 ILCS 180/25-25) Sec. 25-25. (Repealed). (Source: P.A. 87-1062. Repealed by P.A. 90-424, eff. 1-1-98.)

(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 t…

(805 ILCS 180/25-35) Sec. 25-35. Liability for unlawful distributions. (a) Except as otherwise provided in subsections (b) and (c), if a member of a member-managed company or a member or manager of a manager-managed company consents to a distribution made in violation of Section …

(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 no…

(805 ILCS 180/25-5) Sec. 25-5. (Repealed). (Source: P.A. 87-1062. Repealed by 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 …

(805 ILCS 180/30-1) Sec. 30-1. Member's distributional interest. (a) A member is not a co-owner of, and has no transferable interest in, property of a limited liability company. (b) A distributional interest in a limited liability company is personal property and, subject to Sect…

(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 operatin…

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

(805 ILCS 180/30-20) Sec. 30-20. Rights of creditor. (a) On application by a judgment creditor of a member or transferee, a court may enter a charging order against the distributional interest of the judgment debtor for the unsatisfied amount of the judgment. A charging order con…

(805 ILCS 180/30-25) Sec. 30-25. Power of personal representative of deceased member. If a member dies, the deceased member's personal representative or other legal representative may exercise the rights of a transferee provided in subsection (e) of Section 30-10 and, for the pur…

(805 ILCS 180/30-5) Sec. 30-5. Transfer of a distributional interest. (a) A transfer of a distributional interest in whole or in part: (1) does not by itself cause dissolution and winding up of the limited liability company's activities; and (2) is subject to Section 30-10. (b) A…

(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 dissolut…

(805 ILCS 180/35-10) Sec. 35-10. Distribution of assets in winding up limited liability company's business. (a) In winding up a limited liability company's business, the assets of the company must be applied to discharge its obligations to creditors, including members who are cre…

(805 ILCS 180/35-15) Sec. 35-15. Statement of termination. When a limited liability company has been wound up, a statement of termination shall be executed in duplicate in the manner prescribed in Section 5-45 and shall set forth all of the following: (1) The name of the limited …

(805 ILCS 180/35-20) Sec. 35-20. Filing of statement of termination. (a) Duplicate originals of the statement of termination shall be delivered to the Secretary of State. If the Secretary of State finds that the statement of termination conforms to law, he or she shall, when all …

(805 ILCS 180/35-22) Sec. 35-22. Revocation of termination. (a) A limited liability company may revoke its termination within 90 days after the effective date of termination if the limited liability company has not begun to distribute its assets or has not commenced a proceeding …

(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 annivers…

(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 d…

(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 …

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

(805 ILCS 180/35-37) Sec. 35-37. Administrative dissolution; limited liability company name. The Secretary of State shall not allow another limited liability company or corporation to use the name of a domestic limited liability company that has been administratively dissolved un…

(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, th…

(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) Th…

(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 o…

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

(805 ILCS 180/35-50) Sec. 35-50. Member's power to dissociate; wrongful dissociation. (a) A member of a member-managed company has the power to dissociate from a company at any time, rightfully or wrongfully, by express will under subdivision (1) of Section 35-45. If an operating…

(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 3…

(805 ILCS 180/35-60) Sec. 35-60. (Repealed). (Source: P.A. 90-424, eff. 1-1-98. Repealed by P.A. 99-637, eff. 7-1-17.)

(805 ILCS 180/35-65) Sec. 35-65. (Repealed). (Source: P.A. 90-424, eff. 1-1-98. Repealed by P.A. 99-637, eff. 7-1-17.)

(805 ILCS 180/35-7) Sec. 35-7. Member or manager's power and liability as agent after dissolution. (a) A limited liability company is bound by a member or manager's act after dissolution that: (1) is appropriate for winding up the company's business; or (2) would have bound the c…

(805 ILCS 180/35-70) Sec. 35-70. (Repealed). (Source: P.A. 91-354, eff. 1-1-00. Repealed by P.A. 99-637, eff. 7-1-17.)

(805 ILCS 180/37-10) Sec. 37-10. Conversions and domestications. (a) Conversions and domestications are governed by the Entity Omnibus Act. (b) (Blank). (Source: P.A. 99-637, eff. 7-1-17; 100-561, eff. 7-1-18.)

(805 ILCS 180/37-15) Sec. 37-15. (Repealed). (Source: P.A. 99-637, eff. 7-1-17. Repealed by P.A. 100-561, eff. 7-1-18.)

(805 ILCS 180/37-16) Sec. 37-16. (Repealed). (Source: P.A. 99-637, eff. 7-1-17. Repealed by P.A. 100-561, eff. 7-1-18.)

(805 ILCS 180/37-17) Sec. 37-17. (Repealed). (Source: P.A. 99-637, eff. 7-1-17. Repealed by P.A. 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 organiz…

(805 ILCS 180/37-21) Sec. 37-21. Action on plan of merger by constituent limited liability company. (a) Subject to Section 37-36, a plan of merger must be consented to by all the members of a constituent limited liability company. (b) Subject to Section 37-36 and any contractual …

(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 organizat…