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Illinois Compiled Statutes
Information maintained by the Legislative Reference Bureau Updating the database of the Illinois Compiled Statutes (ILCS) is an ongoing process. Recent laws may not yet be included in the ILCS database, but they are found on this site as Public Acts soon after they become law. For information concerning the relationship between statutes and Public Acts, refer to the Guide. Because the statute database is maintained primarily for legislative drafting purposes, statutory changes are sometimes included in the statute database before they take effect. If the source note at the end of a Section of the statutes includes a Public Act that has not yet taken effect, the version of the law that is currently in effect may have already been removed from the database and you should refer to that Public Act to see the changes made to the current law.
BUSINESS ORGANIZATIONS
(805 ILCS 180/) Limited Liability Company Act. 805 ILCS 180/35-30
(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.)
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805 ILCS 180/35-35
(805 ILCS 180/35-35)
Sec. 35-35.
(Repealed).
(Source: P.A. 87-1062. Repealed by P.A. 90-424, eff. 1-1-98.)
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805 ILCS 180/35-37 (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 until 3 years have elapsed following the date of issuance of the notice of dissolution. If the domestic limited liability company that has been administratively dissolved is reinstated within 3 years after the date of issuance of the notice of dissolution, the domestic limited liability company shall continue under its previous name unless the limited liability company changes its name upon reinstatement.
(Source: P.A. 99-637, eff. 7-1-17.) |
805 ILCS 180/35-40
(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.
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(3) The payment to the Secretary of State by the
| | limited liability company of all fees 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
| | time of the issuance of the notice of dissolution.
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(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.
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(3) The date of issuance of the notice of
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(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.
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(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.)
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805 ILCS 180/35-45
(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.
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(2) An event agreed to in the operating agreement as
| | causing the member's dissociation.
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(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.
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(4) The member's expulsion pursuant to the operating
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(5) The member's expulsion by unanimous vote of the
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(A) it is unlawful to carry on the company's
| | business with the member;
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(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;
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(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
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(D) a partnership or a limited liability company
| | that is a member has been dissolved and its business is being wound up.
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(6) On application by the company or another member,
| | the member's expulsion by judicial determination because the member:
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(A) engaged in wrongful conduct that adversely
| | and materially affected the company's business;
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(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
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(C) engaged in conduct relating to the company's
| | business that makes it not reasonably practicable to carry on the business with the member.
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(7) The member's:
(A) becoming a debtor in bankruptcy;
(B) executing an assignment for the benefit of
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(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
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(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.
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(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
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(C) a judicial determination that the member has
| | otherwise become incapable of performing the member's duties under the operating agreement.
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(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.
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(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.
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(11) Termination of the existence of a member if the
| | member is not an individual, estate, or trust other than a business trust.
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(12) In the case of a company that participates in a
| | merger under Article 37, if:
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| (A) the company is not the surviving entity; or
(B) otherwise as a result of the merger, the
| | person ceases to be a member.
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| (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.
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| (Source: P.A. 100-561, eff. 7-1-18; 101-553, eff. 1-1-20.)
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805 ILCS 180/35-50
(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 agreement does not specify in writing the
time or the events upon the happening of which a member of a manager-managed
company may dissociate, a member does not have the power, rightfully or
wrongfully, to dissociate from the company before the dissolution and winding
up of the company.
(b) The member's dissociation from a member-managed company is wrongful
only if it is in breach of an express provision of the agreement.
(c) A member who wrongfully dissociates from a member-managed company is
liable to the company and to the other members for damages caused by the
dissociation. The liability is in addition to any other obligation of the
member to the company or to the other members.
(d) If a member-managed company does not dissolve
and wind up its
business as a result of a member's wrongful dissociation under subsection (b)
of this Section,
damages sustained by the company for the wrongful dissociation must be offset
against distributions otherwise due the member after the dissociation.
(e) Unless otherwise provided in writing in an agreement, a company whose
original articles of organization were filed with the Secretary of State and
effective on or before January 1, 2001, shall continue to be governed by this
Section in effect immediately prior to January 1, 2001, and shall not be
governed by this Section.
(Source: P.A. 92-33, eff. 7-1-01.)
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805 ILCS 180/35-55
(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;
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(2) the member's fiduciary duties terminate, except
| | as provided in subdivision (3) of this subsection (a);
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(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
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(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.
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| (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.)
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805 ILCS 180/35-60
(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.)
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805 ILCS 180/35-65
(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.)
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