805 ILCS 180/ Limited Liability Company Act.

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805 ILCS 180/1-46

(805 ILCS 180/1-46)
Sec. 1-46. Applicability of statute of frauds.

An operating agreement is enforceable whether or not there is a writing signed or record authenticated by a party against whom enforcement is sought, even if the agreement is not capable of performance within one year of its making.

(Source: P.A. 99-637, eff. 7-1-17.)

805 ILCS 180/1-50

(805 ILCS 180/1-50)

Sec. 1-50.

Service of process on limited liability
company.

(a) Any process, notice, or demand required or
permitted by law to be served upon either a limited liability
company or foreign limited liability company shall be served
either upon the registered agent appointed by the limited
liability company or upon the Secretary of State as provided
in this Section.

(b) The Secretary of State shall be irrevocably
appointed as an agent of a limited liability company upon
whom any process, notice, or demand may be served under any
of the following circumstances:

(1) Whenever the limited liability company shall fail

to appoint or maintain a registered agent in this State.

(2) Whenever the limited liability company's

registered agent cannot with reasonable diligence be found at the registered office in this State or at the principal place of business stated in the articles of organization.

(3) When a limited liability company has dissolved,

the conditions of paragraph (1) and paragraph (2) exist, and a civil action, suit or proceeding is instituted against or affecting the limited liability company within 5 years after the issuance of a certificate of dissolution or the filing of a judgment of dissolution.

(4) When a domestic limited liability company has

been dissolved, the conditions of paragraph (1) or paragraph (2) exist, and a criminal proceeding has been instituted against or affecting the limited liability company.

(5) When the admission of a foreign limited liability

company to transact business in this State has been revoked or withdrawn.

(c) Service under subsection (b) shall be made by the person instituting
the action by doing
all of the following:

(1) Serving on the Secretary of State, or on any

employee having responsibility for administering this Act, a copy of the process, notice, or demand, together with any papers required by law to be delivered in connection with service and paying the fee prescribed by Article 50 of this Act.

(2) Transmitting notice of the service on the

Secretary of State and a copy of the process, notice, or demand and accompanying papers to the limited liability company being served, by registered or certified mail:

(A) at the last registered office of the limited

liability company shown by the records on file in the Office of the Secretary of State; and

(B) at the address the use of which the person

instituting the action, suit, or proceeding knows or, on the basis of reasonable inquiry, has reason to believe, is most likely to result in actual notice.

(3) Attaching an affidavit of compliance with this

Section, in substantially the form that the Secretary of State may by rule or regulation prescribe, to the process, notice, or demand.

(d) Nothing herein contained shall limit or affect the
right to serve any process, notice, or demand required or
permitted by law to be served upon a limited liability
company in any other manner now or hereafter permitted by
law.

(e) The Secretary of State shall keep, for a period of
5 years from the date of service, a record of all processes,
notices, and demands served upon him or her under this
Section and shall record therein the time of the service and
such person's action with reference thereto.

(Source: P.A. 98-171, eff. 8-5-13.)

805 ILCS 180/1-55

(805 ILCS 180/1-55)

Sec. 1-55.

Transaction of business outside of this State.


It is intended by the enactment of this Act that the legal
existence of limited liability companies formed under this
Act be recognized beyond the limits of this State and that,
subject to any reasonable registration requirements, any
limited liability company transacting business outside of this
State be granted the protection of full faith and credit
under Section 1 of Article IV of the Constitution of the
United States.

(Source: P.A. 87-1062.)

805 ILCS 180/1-60

(805 ILCS 180/1-60)

Sec. 1-60.

Certain powers reserved to General
Assembly.  The General Assembly shall at all times have power
to prescribe such provisions and limitations as it may deem
advisable, which provisions and limitations shall be binding
upon any and all limited liability companies or foreign
limited liability companies, subject to the provisions of
this Act, and the General Assembly shall have power to amend,
repeal, or modify this Act.

(Source: P.A. 87-1062.)

805 ILCS 180/1-65

    (805 ILCS 180/1-65)
    Sec. 1-65. Governing law. The law of this State governs:
        (1) the internal affairs and organization of a

limited liability company;

(2) the liability of a member as member and a

manager as manager for the debts, obligations, or other liabilities of a limited liability company;

(3) the internal affairs and establishment of a

series of a limited liability company;

(4) the liability of a member or a manager

associated with a series for the debts, obligations, or other liabilities of the series; and

(5) the liability of a series for the debts,

obligations, or other liabilities of the limited liability company that established the series or for another series established by the limited liability company, and the liability of the limited liability company for the debts, obligations, or other liabilities of a series established by the limited liability company.

(Source: P.A. 99-637, eff. 7-1-17.)

805 ILCS 180/Art. 5

(805 ILCS 180/Art. 5 heading) Article 5.

Organization

805 ILCS 180/5-1

(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 organizers need not be members of the limited
liability company.  Each organizer of a limited liability company organized
to engage in the practice of medicine shall be a licensed physician of this
State or an attorney licensed to practice law in this State.  The execution
of the articles of
organization constitutes an affirmation by the person, under
penalty of perjury, that the facts stated therein are true.

(b) A limited liability company shall have one or more
members.

(c) A limited liability company is a legal entity distinct from its
members.

(Source: P.A. 93-59, eff. 7-1-03.)

805 ILCS 180/5-5

(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 State.

(2) The purposes for which the limited liability

company is organized, which may be stated to be, or to include, the transaction of any or all lawful businesses for which limited liability companies may be organized under this Act.

(3) The name of its registered agent and the address

of its registered office.

(4) A confirmation that the limited liability company

complies with the requirement in subsection (b) of Section 5-1 that the company has one or more members at the time of filing or, if the filing is to be effective on a later date, that the company will have one or more members on the date the filing is to be effective.

(5) The name and business address of all of the

managers and any member having the authority of a manager.

(5.5) The duration of the limited liability company,

which shall be perpetual unless otherwise stated.

(6) (Blank).

(7) The name and address of each organizer.

(8) Any other provision, not inconsistent with law,

that the members elect to set out in the articles of organization for the regulation of the internal affairs of the limited liability company, including any provisions that, under this Act, are required or permitted to be set out in the operating agreement of the limited liability company.

(b) A limited liability company is organized at the
time articles of organization are filed by the Secretary of
State or at any later time, not more than 60 days after the
filing of the articles of organization, specified in the
articles of organization.

(c) Articles of organization for the organization of a limited liability
company for the purpose of accepting and executing trusts shall not be filed by
the Secretary of State until there is delivered to him or her a statement
executed by the Secretary of Financial and Professional Regulation or successor State board, department, or agency having jurisdiction over the regulation of trust companies that the
organizers of the limited liability company have made arrangements
with the Secretary of Financial and Professional Regulation
 or successor State board, department, or agency having jurisdiction over the regulation of trust companies to comply with the
Corporate Fiduciary Act.

(d) Articles of organization for the organization of a limited liability
company as a bank or a savings bank must be filed with the Secretary of Financial and Professional Regulation or successor State board, department, or agency having jurisdiction over the regulation of banks or savings banks or,
if the bank or savings bank will be organized under federal law, with the
appropriate federal banking regulator.

(Source: P.A. 98-171, eff. 8-5-13; 99-227, eff. 8-3-15; 99-637, eff. 7-1-17.)

805 ILCS 180/5-10

(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 that are required or permitted in original articles
of organization at the time of amendment.

(Source: P.A. 87-1062.)

805 ILCS 180/5-15

(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 named in the articles
of organization who is no longer a manager.

(2) To remove the name and address of the initial
registered agent or the address of the initial registered
office, if a statement of change is on file with the
Secretary of State.

(3) To change the company name by substituting the words
"limited liability company" for the abbreviation
"L.L.C." or "LLC" or
vice versa, or by adding a geographical attribution to the
name.

(4) To restate its articles of organization as
currently amended; such articles supersede the original
articles and all amendments thereto.

(Source: P.A. 90-424, eff. 1-1-98.)

805 ILCS 180/5-20

(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

(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 was approved as

required by the operating agreement or this Act, as applicable.

(4) (Blank.)

(5) The date on which the amendment is to become

effective, if the amendment is to become effective after the date on which the articles of amendment are filed. The date shall not exceed 30 days after the date of filing by the Secretary of State.

(Source: P.A. 95-368, eff. 8-23-07.)

805 ILCS 180/5-30

(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 previously been filed
with the Secretary of State one or more instruments under
this Act.
The restated articles of organization shall be
specifically designated as such in the heading.  They shall
state, either in their heading or in an introductory
paragraph, (i) the company's present name if the name has been
changed, (ii) the name under which documents were originally filed, and
(iii) the date of filing of the original articles of organization
by the Secretary of State.  Restated articles of organization
shall also state that they were duly executed and filed in
accordance with the provisions of this Section. Restated articles of organization shall supersede the original articles of organization and all amendments thereto prior to the effective date of filing the restated articles of organization.

(Source: P.A. 98-171, eff. 8-5-13.)

805 ILCS 180/5-35

(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 time established under the articles of
amendment, not to exceed 30 days after the filing of the
articles of amendment by the Secretary of State.

If the amendment restates the articles of organization,
the restated articles of organization shall, upon the
amendment becoming effective, supersede and stand in lieu of
the limited liability company's preexisting articles of
organization.

(Source: P.A. 87-1062.)

805 ILCS 180/5-40

(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 filing date shall be
conclusive evidence, except as against the State, that all
conditions precedent required to be performed by the
organizers have been complied with and that the limited
liability company has been or shall be, on a later date
if so specified in the articles of organization, legally organized
and formed under this Act.

(b) If a later date is specified, the articles of
organization may be prevented from becoming effective by an
application for withdrawal executed in the same manner as
the articles of organization and filed with the Secretary of
State on or before the specified effective date.

(c) Nothing in this Section shall affect the right of
this State to institute a proceeding to cancel or revoke the
articles of organization or for involuntary dissolution of
the limited liability company or the right of any aggrieved
person to maintain an action to enjoin or obtain other relief
for a violation of or failure to comply with the provisions
of Section 1-10.

(Source: P.A. 87-1062.)

805 ILCS 180/5-45

(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 filed in the Office of
the Secretary of State shall be furnished by the Secretary of
State upon request therefor, but the use thereof, unless
otherwise specifically prescribed in this Act, shall not be
mandatory.

(b) Whenever any provision of this Act specifically
requires any document to be executed by the limited liability
company in accordance with this Section, unless otherwise
specifically stated in this Act and subject to any additional
provisions of this Act, the document shall be signed as follows:

(1) The initial articles of organization shall be

signed by the organizer or organizers.

(2) A document filed on behalf of a dissolved limited

liability company that has no members must be signed by the person winding up the company's activities under Section 35-4.

(3) Any other document must be signed by a person

authorized by the limited liability company to sign it.

(c) The name of a person signing the document and the
capacity in which the person signs shall be stated beneath
or opposite the person's signature.

(d) The execution of any document required by this Act
by a person constitutes an affirmation under the
penalties of perjury that the facts stated therein are true
and that the person has authority to execute the document.

(e) When filed in the Office of the Secretary of State, an authorization,
including a power of attorney, to sign a record must be in writing, then sworn
to, verified, or acknowledged.

(Source: P.A. 99-637, eff. 7-1-17.)

805 ILCS 180/5-46

(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, that the instrument is his or her act and deed or the act and deed of the limited liability company, as the case may be, and that the facts stated therein are true. Compliance with this Section shall satisfy the signature provisions of Section 5-45 of this Act, which shall otherwise apply.

(Source: P.A. 95-368, eff. 8-23-07.)

805 ILCS 180/5-47

(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,
typographical error, error of transcription, or other error or defect or was
defectively or erroneously executed, such instrument may be corrected by
filing, in accordance with Section 5-45 of this Act, a statement of correction.

(b) A statement of correction shall set forth:

(1) The name of the limited liability company and the

state or country under the laws of which it is organized.

(2) The title of the instrument being corrected and

the date it was filed by the Secretary of State.

(3) The inaccuracy, error, or defect to be corrected

and the portion of the instrument in corrected form.

(c) A statement of correction shall be executed in the same manner in which
the instrument being corrected was required to be executed.

(d) The corrected instrument shall be effective as of the date the original
instrument was filed.

(e) A statement of correction shall not:

(1) Effect any change or amendment of articles which

would not in all respects have complied with the requirements of this Act at the time of filing the instrument being corrected.

(2) Take the place of any document, statement, or

report otherwise required to be filed by this Act.

(3) Affect any right or liability accrued or incurred

before such filing, except that any right or liability accrued or incurred by reason of the error or defect being corrected shall be extinguished by such filing if the person having such right has not detrimentally relied on the original instrument.

(4) (Blank).

(5) (Blank).

(6) (Blank).

(7) Alter the wording of any resolution as filed in

any document with the Secretary of State and which was in fact adopted by the members or managers.

(Source: P.A. 99-637, eff. 7-1-17.)

805 ILCS 180/5-48

(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
limitations:

(1) No refund shall be made unless a petition for

refund has been filed in accordance with Section 5-45 of this Act within 3 years after the amount to be refunded was paid.

(2) If the refund claimed is based upon an instrument

filed with the Secretary of State which contained a misstatement of fact, typographical error, error of transcription, or other error or defect, no refund of any fee shall be made unless a statement of correction has been filed in accordance with Section 5-47 of this Act.

(b) The petition for refund shall be executed in accordance with Section
5-45 of this Act and shall set forth the following:

(1) The name of the limited liability company and the

state or country under the laws of which it is organized.

(2) The amount of the claim.

(3) The details of the transaction and all facts upon

which the petitioner relies.

(4) Any other information required by rule.

(c) If the Secretary of State determines that the amount paid is incorrect,
he or she shall refund to the limited liability company any amount paid in
excess
of the proper amount; provided, however, that no refund shall be made for an
amount less than $200, and any refund in excess of that amount shall be reduced
by $200; and provided further, that such refund shall be made without payment
of interest.

(Source: P.A. 93-59, eff. 7-1-03.)