(805 ILCS 180/35-4)
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
(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