Chapter 805 — BUSINESS ORGANIZATIONS

(805 ILCS 180/37-30) Sec. 37-30. Effect of merger. (a) When a merger becomes effective: (1) the surviving organization continues or comes into existence; (2) each constituent organization that merges into the surviving organization ceases to exist as a separate entity; (3) all pr…

(805 ILCS 180/37-31) Sec. 37-31. (Repealed). (Source: P.A. 99-637, eff. 7-1-17. Repealed by P.A. 100-561, eff. 7-1-18.)

(805 ILCS 180/37-32) Sec. 37-32. (Repealed). (Source: P.A. 99-637, eff. 7-1-17. Repealed by P.A. 100-561, eff. 7-1-18.)

(805 ILCS 180/37-33) Sec. 37-33. (Repealed). (Source: P.A. 99-637, eff. 7-1-17. Repealed by P.A. 100-561, eff. 7-1-18.)

(805 ILCS 180/37-34) Sec. 37-34. (Repealed). (Source: P.A. 99-637, eff. 7-1-17. Repealed by P.A. 100-561, eff. 7-1-18.)

(805 ILCS 180/37-35) Sec. 37-35. Article not exclusive. This Article does not preclude an entity from being converted or merged under other law. A bank or savings bank that converts to or merges with and into a limited liability company shall be subject to the provisions of this …

(805 ILCS 180/37-36) Sec. 37-36. Restrictions on approval of mergers. (a) If a member of a merging limited liability company will have personal liability with respect to a surviving organization, approval or amendment of a plan of merger is ineffective without the consent of the …

(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, …

(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 sta…

(805 ILCS 180/40-1) Sec. 40-1. Right of action. No action shall be brought by a member, or transferee who is entitled to exercise the rights of a member to bring an action, in the right of a limited liability company to recover a judgment in its favor unless members or managers w…

(805 ILCS 180/40-10) Sec. 40-10. Pleading. In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by the limited liability company or the reasons for not making the effort. (Source: P.A. 87-1062.)

(805 ILCS 180/40-15) Sec. 40-15. Expenses. If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of an action or claim, the court may award the plaintiff reasonable expenses, inc…

(805 ILCS 180/40-5) Sec. 40-5. Proper plaintiff. No action shall be brought in the right of a limited liability company by a member or transferee who is a substituted member, unless (i) the plaintiff was a member or is a transferee who was a substituted member at the time of the …

(805 ILCS 180/45-1) Sec. 45-1. Law governing foreign limited liability companies. (a) The laws of the State or other jurisdiction under which a foreign limited liability company is organized govern its organization and internal affairs and the liability of its managers, members, …

(805 ILCS 180/45-10) Sec. 45-10. Filing; issuance of admission. If the Secretary of State finds that an application or amended application for admission conforms to law and all requisite fees have been paid, he or she shall: (1) endorse on the application or the amended applicati…

(805 ILCS 180/45-15) Sec. 45-15. Name. A foreign limited liability company may be admitted to transact business in this State under any name (whether or not it is the name under which it is formed in the jurisdiction of its formation) that complies with the provisions of Section …

(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 …

(805 ILCS 180/45-25) Sec. 45-25. Changes, amendments, and restatements. If any statement in the application for admission by a foreign limited liability company was false when made or any arrangements or other facts described have changed, making the application inaccurate in any…

(805 ILCS 180/45-30) Sec. 45-30. Requirement for registered agent and certain reports. A foreign limited liability company admitted to transact business in this State shall: (1) appoint and continuously maintain a registered agent and registered office in the manner provided in S…

(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…

(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 notic…

(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…

(805 ILCS 180/45-45) Sec. 45-45. Transaction of business without admission. (a) A foreign limited liability company transacting business in this State may not maintain a civil action in any court of this State until the limited liability company is admitted to transact business i…

(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 th…

(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 a…

(805 ILCS 180/45-50) Sec. 45-50. Action to restrain from transaction of business. (a) The Attorney General may bring an action to restrain a foreign limited liability company from transacting business in this State in violation of this Article. (b) If the authority of a foreign l…

(805 ILCS 180/45-55) Sec. 45-55. Process; service on a foreign limited liability company. Service of process on a foreign limited liability company shall be made as provided in subsection (b) of Section 1-50. (Source: P.A. 87-1062.)

(805 ILCS 180/45-60) Sec. 45-60. Execution of application. The execution of an application constitutes an affirmation under the penalties of perjury that the facts stated therein are true. (Source: P.A. 87-1062.)

(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 fili…

(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 reinstat…

(805 ILCS 180/5-1) Sec. 5-1. Organization. (a) One or more persons, other than natural persons under 18 years of age, may organize a limited liability company by executing and delivering articles of organization to the Secretary of State as specified in Sections 5-5 and 5-45. The…

(805 ILCS 180/5-10) Sec. 5-10. Amendment to articles of organization. A limited liability company may amend its articles of organization at any time to add a new provision or to change or remove an existing provision, provided that the articles as amended contain only provisions …

(805 ILCS 180/5-15) Sec. 5-15. Amendment by managers. A majority of the managers of a limited liability company may adopt one or more amendments to its articles of organization without member action to do any of the following: (1) To remove the name and address of any manager nam…

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

(805 ILCS 180/5-25) Sec. 5-25. Articles of amendment. The articles of amendment shall be executed and filed in duplicate and shall set forth the following: (1) The name of the limited liability company. (2) The text of each amendment adopted. (3) A statement that the amendment wa…

(805 ILCS 180/5-30) Sec. 5-30. Restated articles of organization. A limited liability company, whenever desired, may integrate into a single instrument all of the provisions of its articles of organization which are then in effect and operative as a result of there having previou…

(805 ILCS 180/5-35) Sec. 5-35. Effect of articles of amendment. The amendment shall become effective and the articles of organization shall be deemed to be amended accordingly, as of the later of: (1) the filing of the articles of amendment by the Secretary of State; or (2) the t…

(805 ILCS 180/5-40) Sec. 5-40. Effect of filing of articles of organization. (a) Upon the filing of the articles of organization by the Secretary of State, the limited liability company's existence shall begin, and each of the duplicate copies stamped "Filed" and marked with the …

(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 fil…

(805 ILCS 180/5-46) Sec. 5-46. Electronic filing. Documents or reports transmitted for filing electronically must include the name of the person making the submission. The inclusion shall constitute the affirmation or acknowledgement of the person, under penalties of perjury, tha…

(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, typog…

(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 l…

(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 St…

(805 ILCS 180/5-50) Sec. 5-50. Amendment or termination by judicial act. If a person required by Section 5-45 to execute an amendment or statement of termination fails or refuses to do so, any other member and any transferee of a limited liability company interest, who is adverse…

(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 de…

(805 ILCS 180/5-60) Sec. 5-60. Interrogatories to be propounded by Secretary of State. The Secretary of State may propound to any limited liability company or foreign limited liability company subject to the provisions of this Act, and to any manager or, if there are no managers,…

(805 ILCS 180/5-65) Sec. 5-65. Information disclosed by interrogatories. Interrogatories propounded by the Secretary of State and the answers thereto shall not be open to public inspection, nor shall the Secretary of State disclose any facts or information obtained therefrom, exc…

(805 ILCS 180/5-70) Sec. 5-70. Notice of existence of limited liability company. The fact that the articles of organization are on file in the Office of the Secretary of State is notice that the limited liability company is a limited liability company and is notice of all other f…

(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 set…

(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 o…