Chapter 805, BUSINESS ORGANIZATIONS

(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 180/50-1) 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…

(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 r…

(805 ILCS 180/50-20) Sec. 50-20. Powers of Secretary of State and rulemaking. (a) The Secretary of State shall have the power and authority reasonably necessary to administer this Act efficiently and to perform the duties herein imposed. The Secretary of State's function under th…

(805 ILCS 180/50-25) Sec. 50-25. Certified copies and certificates. (a) Copies, photostatic or otherwise, any and all documents filed in the Office of the Secretary of State in accordance with the provisions of this Act, when certified by the Secretary of State under the Great Se…

(805 ILCS 180/50-35) Sec. 50-35. Forms. All documents 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. (Source: P.A. 87-1062.)

(805 ILCS 180/50-40) Sec. 50-40. File number. All documents required by this Act to be filed in the Office of the Secretary of State, with the exception of the initial filing, shall contain the file number assigned by the Secretary of State. (Source: P.A. 87-1062.)

(805 ILCS 180/50-45) Sec. 50-45. Certificate of registration; attorneys at law. (a) A limited liability company that is organized to practice law may not engage in the practice of law without a certificate of registration from the Supreme Court of Illinois. Application for regist…

(805 ILCS 180/50-5) Sec. 50-5. List of limited liability companies; exchange of information. (a) The Secretary of State shall publish a list or lists of limited liability companies and foreign limited liability companies as open data, as often as the Secretary of State may in his…

(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 approp…

(805 ILCS 180/50-55) Sec. 50-55. Disposition of fees. Of the total money collected for the filing of annual reports under this Act, $10 of the filing fee shall be paid into the Department of Business Services Special Operations Fund. The remaining money collected for the filing o…

(805 ILCS 180/55-1) Sec. 55-1. Construction and application. (a) This Act shall be so applied and construed to effectuate its general purpose. (b) Subject to subsection (b) of Section 15-5, it is the policy of this Act to give maximum effect to the principles of freedom of contra…

(805 ILCS 180/55-10) Sec. 55-10. Illinois Administrative Procedure Act. The Illinois Administrative Procedure Act is hereby expressly adopted and incorporated herein as if all of the provisions of that Act were included in this Act, except that the provisions of subsection (d) of…

(805 ILCS 180/55-15) Sec. 55-15. Transitional provisions. (a) Before January 1, 2000, this amendatory Act of 1997 governs only a limited liability company: (1) organized on or after the effective date of this amendatory Act of 1997, unless the company is continuing the business o…

(805 ILCS 180/55-2) Sec. 55-2. Construction; attorneys at law. The provisions of this Act are applicable to attorneys at law only to the extent and under such terms and conditions as the Supreme Court of Illinois determines to be necessary and appropriate. Articles of organizatio…

(805 ILCS 180/55-3) Sec. 55-3. Relation to Electronic Signatures in Global and National Commerce Act. This Act modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001 et seq., but does not modify, limit, or su…

(805 ILCS 180/55-5) Sec. 55-5. Judicial review under the Administrative Review Law. (a) If the Secretary of State shall fail to approve any document required by this Act to be approved by the Secretary of State before the document shall be filed in his or her office, the Secretar…

(805 ILCS 180/60-1) Sec. 60-1. Effective date. This Act takes effect on January 1, 1994. (Source: P.A. 90-424, eff. 1-1-98.)

(805 ILCS 155/90-1) Sec. 90-1. (Uncodified provisions; text omitted). (Source: P.A. 102-662, eff. 9-15-21; text omitted.)

(805 ILCS 155/90-10) Sec. 90-10. (Amendatory provisions; text omitted). (Source: P.A. 102-662, eff. 9-15-21; text omitted.)

(805 ILCS 155/90-15) Sec. 90-15. (Amendatory provisions; text omitted). (Source: P.A. 102-662, eff. 9-15-21; text omitted.)

(805 ILCS 155/90-20) Sec. 90-20. (Amendatory provisions; text omitted). (Source: P.A. 102-662, eff. 9-15-21; text omitted.)

(805 ILCS 155/90-23) Sec. 90-23. (Amendatory provisions; text omitted). (Source: P.A. 102-662, eff. 9-15-21; text omitted.)

(805 ILCS 155/90-24) Sec. 90-24. (Amendatory provisions; text omitted). (Source: P.A. 102-662, eff. 9-15-21; text omitted.)

(805 ILCS 155/90-25) Sec. 90-25. (Amendatory provisions; text omitted). (Source: P.A. 102-662, eff. 9-15-21; text omitted.)

(805 ILCS 155/90-3) Sec. 90-3. (Amendatory provisions; text omitted). (Source: P.A. 102-662, eff. 9-15-21; text omitted.)

(805 ILCS 155/90-30) Sec. 90-30. (Amendatory provisions; text omitted). (Source: P.A. 102-662, eff. 9-15-21; text omitted.)