Sen. Don Harmon

Filed: 3/18/2015

 

 


 

 


 
09900SB0140sam001LRB099 03415 JLS 32029 a

1
AMENDMENT TO SENATE BILL 140

2    AMENDMENT NO. ______. Amend Senate Bill 140 by replacing
3everything after the enacting clause.
 
4    "Section 5. The Limited Liability Company Act is amended by
5changing Sections 1-5, 1-30, 1-40, 5-5, 5-45, 5-47, 5-50, 10-1,
610-15, 13-5, 15-1, 15-3, 15-5, 15-7, 20-1, 20-5, 25-35, 30-5,
730-10, 30-20, 35-1, 35-3, 35-4, 35-7, 35-15, 35-20, 35-45,
835-55, 37-5, 37-10, 37-15, 37-20, 37-25, 37-30, 37-40, 50-1,
950-10, and 55-1, by changing the headings of Articles 30 and
1037, and by adding Sections 1-6, 1-46, 1-65, 13-15, 13-20,
1130-25, 35-37, 37-16, 37-17, 37-21, 37-31, 37-32, 37-33, 37-34,
1237-36, and 55-3 as follows:
 
13    (805 ILCS 180/1-5)
14    Sec. 1-5. Definitions. As used in this Act, unless the
15context otherwise requires:
16    "Anniversary" means that day every year exactly one or more

 

 

09900SB0140sam001- 2 -LRB099 03415 JLS 32029 a

1years after: (i) the date the articles of organization filed
2under Section 5-5 of this Act were filed by the Office of the
3Secretary of State, in the case of a limited liability company;
4or (ii) the date the application for admission to transact
5business filed under Section 45-5 of this Act was filed by the
6Office of the Secretary of State, in the case of a foreign
7limited liability company.
8    "Anniversary month" means the month in which the
9anniversary of the limited liability company occurs.
10    "Articles of organization" means the articles of
11organization filed by the Secretary of State for the purpose of
12forming a limited liability company as specified in Article 5
13and all amendments thereto, whether evidenced by articles of
14amendment, articles of merger, or a statement of correction
15affecting the articles.
16    "Assumed limited liability company name" means any limited
17liability company name other than the true limited liability
18company name, except that the identification by a limited
19liability company of its business with a trademark or service
20mark of which it is the owner or licensed user shall not
21constitute the use of an assumed name under this Act.
22    "Bankruptcy" means bankruptcy under the Federal Bankruptcy
23Code of 1978, Title 11, Chapter 7 of the United States Code, as
24amended from time to time, or any successor statute.
25    "Business" includes every trade, occupation, profession,
26and other lawful purpose, whether or not carried on for profit.

 

 

09900SB0140sam001- 3 -LRB099 03415 JLS 32029 a

1    "Company" means a limited liability company.
2    "Contribution" means any cash, property, or services
3rendered, or other benefit, or a promissory note or other
4binding obligation to contribute cash or property, or to
5perform services, or provide any other benefit, that a person
6contributes to the limited liability company in that person's
7capacity as a member or in order to become a member.
8    "Court" includes every court and judge having jurisdiction
9in a case.
10    "Debtor in bankruptcy" means a person who is the subject of
11an order for relief under Title 11 of the United States Code, a
12comparable order under a successor statute of general
13application, or a comparable order under federal, state, or
14foreign law governing insolvency.
15    "Distribution" means a transfer of money, property, or
16other benefit from a limited liability company to a member in
17the member's capacity as a member or to a transferee of the
18member's distributional interest.
19    "Distributional interest" means all of a member's right to
20receive interest in distributions of by the limited liability
21company's assets, but no other rights or interest of a member
22company.
23    "Entity" means a person other than an individual.
24    "Federal employer identification number" means either (i)
25the federal employer identification number assigned by the
26Internal Revenue Service to the limited liability company or

 

 

09900SB0140sam001- 4 -LRB099 03415 JLS 32029 a

1foreign limited liability company or (ii) in the case of a
2limited liability company or foreign limited liability company
3not required to have a federal employer identification number,
4any other number that may be assigned by the Internal Revenue
5Service for purposes of identification.
6    "Foreign limited liability company" means an
7unincorporated entity organized under laws other than the laws
8of this State that afford limited liability to its owners
9comparable to the liability under Section 10-10 and is not
10required to register to transact business under any law of this
11State other than this Act.
12    "Insolvent" means that a limited liability company is
13unable to pay its debts as they become due in the usual course
14of its business.
15    "Legal representative" means, without limitation, an
16executor, administrator, guardian, personal representative and
17agent, including an appointee under a power of attorney.
18    "Limited liability company" means a limited liability
19company organized under this Act.
20    "L3C" or "low-profit limited liability company" means a
21for-profit limited liability company which satisfies the
22requirements of Section 1-26 of this Act and does not have as a
23significant purpose the production of income or the
24appreciation of property.
25    "Manager" means a person, whether or not a member of a
26manager-managed company, who is vested with authority in an

 

 

09900SB0140sam001- 5 -LRB099 03415 JLS 32029 a

1operating agreement as provided in under Section 15-1 13-5.
2    "Manager-managed company" means a limited liability
3company that vests authority in a manager or managers in an
4operating agreement as provided in Section 15-1 which is so
5designated in its articles of organization.
6    "Member" means a person who becomes a member of the limited
7liability company upon formation of the company or in the
8manner and at the time provided in the operating agreement or,
9if the operating agreement does not so provide, in the manner
10and at the time provided in this Act.
11    "Member-managed company" means a limited liability company
12other than a manager-managed company.
13    "Membership interest" means all of a member's rights in the
14limited liability company, including the member's right to
15receive distributions of the limited liability company's
16assets.
17    "Operating agreement" means the agreement under Section
1815-5, whether or not referred to as an operating agreement and
19whether oral, in a record, implied, or in any combination
20thereof, of all of the members of a limited liability company,
21including a sole member, concerning the relations among the
22members, managers, and limited liability company. The term
23"operating agreement" includes amendments to the agreement.
24    "Organizer" means one of the signers of the original
25articles of organization.
26    "Person" means an individual, partnership, domestic or

 

 

09900SB0140sam001- 6 -LRB099 03415 JLS 32029 a

1foreign limited partnership, limited liability company or
2foreign limited liability company, trust, estate, association,
3corporation, governmental body, or other juridical being.
4    "Record" means information that is inscribed on a tangible
5medium or that is stored in an electronic or other medium and
6is retrievable in perceivable form.
7    "Registered office" means that office maintained by the
8limited liability company in this State, the address, including
9street, number, city and county, of which is on file in the
10office of the Secretary of State, at which, any process,
11notice, or demand required or permitted by law may be served
12upon the registered agent of the limited liability company.
13    "Registered agent" means a person who is an agent for
14service of process on the limited liability company who is
15appointed by the limited liability company and whose address is
16the registered office of the limited liability company.
17    "Restated articles of organization" means the articles of
18organization restated as provided in Section 5-30.
19    "Sign" means, with the present intent to authenticate or
20adopt a record:
21        (1) to execute or adopt a tangible symbol; or
22        (2) to attach to or logically associate with the record
23    an electronic symbol, sound, or process.
24    "State" means a state, territory, or possession of the
25United States, the District of Columbia, or the Commonwealth of
26Puerto Rico.

 

 

09900SB0140sam001- 7 -LRB099 03415 JLS 32029 a

1    "Transfer" includes an assignment, conveyance, deed, bill
2of sale, lease, mortgage, security interest, encumbrance, and
3gift.
4(Source: P.A. 96-126, eff. 1-1-10; 97-839, eff. 7-20-12.)
 
5    (805 ILCS 180/1-6 new)
6    Sec. 1-6. Electronic records. Any requirement in this Act
7that there be a writing or that any document, instrument, or
8agreement be written or in ink is subject to the provisions of
9the Electronic Commerce Security Act.
 
10    (805 ILCS 180/1-30)
11    Sec. 1-30. Powers. Each limited liability company
12organized and existing under this Act may do all of the
13following:
14    (1) Sue and be sued, complain and defend, and participate
15in administrative or other proceedings, in its name.
16    (2) Have a seal, which may be altered at pleasure, and use
17the same by causing it, or a facsimile thereof, to be impressed
18or affixed or in any other manner reproduced, provided that the
19affixing of a seal to an instrument shall not give the
20instrument additional force or effect, or change the
21construction thereof, and the use of a seal is not mandatory.
22    (3) Purchase, take, receive, lease as lessee, take by gift,
23legacy, or otherwise acquire, own, hold, use, and otherwise
24deal in and with any real or personal property, or any interest

 

 

09900SB0140sam001- 8 -LRB099 03415 JLS 32029 a

1therein, wherever situated.
2    (4) Sell, convey, mortgage, pledge, lease as lessor, and
3otherwise dispose of all or any part of its property and
4assets.
5    (5) Lend money to and otherwise assist its members and
6employees.
7    (6) Purchase, take, receive, subscribe for or otherwise
8acquire, own, hold, vote, use, employ, sell, mortgage, loan,
9pledge, or otherwise dispose of, and otherwise use and deal in
10and with, shares or other interests in or obligations of other
11limited liability companies, domestic or foreign corporations,
12associations, general or limited partnerships, or individuals.
13    (7) Incur liabilities, borrow money for its proper purposes
14at any rate of interest the limited liability company may
15determine without regard to the restrictions of any usury law
16of this State, issue notes, bonds, and other obligations,
17secure any of its obligations by mortgage or pledge or deed of
18trust of all or any part of its property, franchises, and
19income, and make contracts, including contracts of guaranty and
20suretyship.
21    (8) Invest its surplus funds from time to time, lend money
22for its proper purposes, and take and hold real and personal
23property as security for the payment of funds so loaned or
24invested.
25    (9) Conduct its business, carry on its operations, have
26offices within and without this State, and exercise in any

 

 

09900SB0140sam001- 9 -LRB099 03415 JLS 32029 a

1other state, territory, district, or possession of the United
2States or in any foreign country the powers granted by this
3Act.
4    (10) Designate Elect managers and appoint officers and
5other agents of the limited liability company, define their
6duties, and fix their compensation.
7    (11) Enter into or amend an operating agreement, not
8inconsistent with the laws of this State, for the
9administration and regulation of the affairs of the limited
10liability company.
11    (12) Make donations for the public welfare or for
12charitable, scientific, religious, or educational purposes,
13lend money to the government, and transact any lawful business
14in aid of the United States.
15    (13) Establish deferred compensation plans, pension plans,
16profit-sharing plans, bonus plans, option plans, and other
17incentive plans for its managers and employees and make the
18payments provided for therein.
19    (14) Become a promoter, partner, member, associate, or
20manager of any general partnership, limited partnership, joint
21venture or similar association, any other limited liability
22company, or other enterprise.
23    (15) Have and exercise all powers necessary or convenient
24to effect any or all of the purposes for which the limited
25liability company is organized.
26(Source: P.A. 90-424, eff. 1-1-98.)
 

 

 

09900SB0140sam001- 10 -LRB099 03415 JLS 32029 a

1    (805 ILCS 180/1-40)
2    Sec. 1-40. Records to be kept.
3    (a) Each limited liability company shall keep at the
4principal place of business of the company named in the
5articles of organization or other reasonable locations
6specified in the operating agreement all of the following:
7        (1) A list of the full name and last known address of
8    each member setting forth the amount of cash each member
9    has contributed, a description and statement of the agreed
10    value of the other property or services each member has
11    contributed or has agreed to contribute in the future, and
12    the date on which each became a member.
13        (2) A copy of the articles of organization, as amended
14    or restated, together with executed copies of any powers of
15    attorney under which any articles, application, or
16    certificate has been executed.
17        (3) Copies of the limited liability company's federal,
18    State, and local income tax returns and reports, if any,
19    for the 3 most recent years.
20        (4) Copies of any then effective written operating
21    agreement and any amendments thereto and of any financial
22    statements of the limited liability company for the 3 most
23    recent years.
24    (b) Records kept under this Section may be inspected and
25copied at the request and expense of any member or legal

 

 

09900SB0140sam001- 11 -LRB099 03415 JLS 32029 a

1representative of a deceased member or member under legal
2disability during ordinary business hours.
3    (c) The rights under subsection (b) of this Section also
4extend to a transferee of a distributional interest, but only
5for a proper purpose. In order to exercise this right, a
6transferee must make written demand upon the limited liability
7company, stating with particularity the records sought to be
8inspected and the purpose of the demand.
9    (d) Within 10 days after receiving a demand pursuant to
10subsection (c):
11        (1) the company shall provide the information demanded
12    or, in a record, a description of the information the
13    company will provide, stating a reasonable time within
14    which it will be provided and the place where it will be
15    provided; and
16        (2) if the company declines to provide any demanded
17    information, the company shall state its reasons for
18    declining to the transferee in a record.
19    A transferee may exercise the rights under this subsection
20through a legal representative.
21(Source: P.A. 90-424, eff. 1-1-98.)
 
22    (805 ILCS 180/1-46 new)
23    Sec. 1-46. Applicability of statute of frauds. An operating
24agreement is enforceable whether or not there is a writing
25signed or record authenticated by a party against whom

 

 

09900SB0140sam001- 12 -LRB099 03415 JLS 32029 a

1enforcement is sought, even if the agreement is not capable of
2performance within one year of its making.
 
3    (805 ILCS 180/1-65 new)
4    Sec. 1-65. Governing law. The law of this State governs:
5        (1) the internal affairs and organization of a limited
6    liability company;
7        (2) the liability of a member as member and a manager
8    as manager for the debts, obligations, or other liabilities
9    of a limited liability company;
10        (3) the internal affairs and establishment of a series
11    of a limited liability company;
12        (4) the liability of a member or a manager associated
13    with a series for the debts, obligations, or other
14    liabilities of the series; and
15        (5) the liability of a series for the debts,
16    obligations, or other liabilities of the limited liability
17    company that established the series or for another series
18    established by the limited liability company, and the
19    liability of the limited liability company for the debts,
20    obligations, or other liabilities of a series established
21    by the limited liability company.
 
22    (805 ILCS 180/5-5)
23    Sec. 5-5. Articles of organization.
24    (a) The articles of organization shall set forth all of the

 

 

09900SB0140sam001- 13 -LRB099 03415 JLS 32029 a

1following:
2        (1) The name of the limited liability company and the
3    address of its principal place of business which may, but
4    need not be a place of business in this State.
5        (2) The purposes for which the limited liability
6    company is organized, which may be stated to be, or to
7    include, the transaction of any or all lawful businesses
8    for which limited liability companies may be organized
9    under this Act.
10        (3) The name of its registered agent and the address of
11    its registered office.
12        (4) A confirmation that If the limited liability
13    company complies with the requirement in subsection (b) of
14    Section 5-1 that the company has one or more members at the
15    time of filing or, if the filing is to be effective on a
16    later date, that the company will have one or more members
17    on the date the filing is to be effective is to be managed
18    by a manager or managers, the names and business addresses
19    of the initial manager or managers.
20        (5) The name and business address of all of the
21    managers and any member having the authority of a manager
22    If management of the limited liability company is to be
23    vested in the members under Section 15-1, then the names
24    and addresses of the initial member or members.
25        (5.5) The duration of the limited liability company,
26    which shall be perpetual unless otherwise stated.

 

 

09900SB0140sam001- 14 -LRB099 03415 JLS 32029 a

1        (6) (Blank).
2        (7) The name and address of each organizer.
3        (8) Any other provision, not inconsistent with law,
4    that the members elect to set out in the articles of
5    organization for the regulation of the internal affairs of
6    the limited liability company, including any provisions
7    that, under this Act, are required or permitted to be set
8    out in the operating agreement of the limited liability
9    company.
10    (b) A limited liability company is organized at the time
11articles of organization are filed by the Secretary of State or
12at any later time, not more than 60 days after the filing of
13the articles of organization, specified in the articles of
14organization.
15    (c) Articles of organization for the organization of a
16limited liability company for the purpose of accepting and
17executing trusts shall not be filed by the Secretary of State
18until there is delivered to him or her a statement executed by
19the Secretary Commissioner of the Department of Financial and
20Professional Regulation or successor State board, department,
21or agency having jurisdiction over the regulation of trust
22companies Office of Banks and Real Estate that the organizers
23of the limited liability company have made arrangements with
24the Secretary Commissioner of the Department of Financial and
25Professional Regulation or successor State board, department,
26or agency having jurisdiction over the regulation of trust

 

 

09900SB0140sam001- 15 -LRB099 03415 JLS 32029 a

1companies Office of Banks and Real Estate to comply with the
2Corporate Fiduciary Act.
3    (d) Articles of organization for the organization of a
4limited liability company as a bank or a savings bank must be
5filed with the Secretary of the Department of Financial and
6Professional Regulation or successor State board, department,
7or agency having jurisdiction over the regulation of banks or
8savings banks Commissioner of Banks and Real Estate or, if the
9bank or savings bank will be organized under federal law, with
10the appropriate federal banking regulator.
11(Source: P.A. 98-171, eff. 8-5-13.)
 
12    (805 ILCS 180/5-45)
13    Sec. 5-45. Forms, execution, acknowledgement and filing.
14    (a) All reports required by this Act to be filed in the
15Office of the Secretary of State shall be made on forms
16prescribed and furnished by the Secretary of State. Forms for
17all other documents to be filed in the Office of the Secretary
18of State shall be furnished by the Secretary of State upon
19request therefor, but the use thereof, unless otherwise
20specifically prescribed in this Act, shall not be mandatory.
21    (b) Whenever any provision of this Act specifically
22requires any document to be executed by the limited liability
23company in accordance with this Section, unless otherwise
24specifically stated in this Act and subject to any additional
25provisions of this Act, the document shall be signed executed,

 

 

09900SB0140sam001- 16 -LRB099 03415 JLS 32029 a

1in ink, as follows:
2        (1) The initial articles of organization shall be
3    signed by the organizer or organizers.
4        (2) A document filed on behalf of a dissolved limited
5    liability company that has no members must be signed by the
6    person winding up the company's activities under Section
7    35-4.
8        (3) Any other document must be signed by a person
9    authorized by the limited liability company to sign it. All
10    other documents shall be signed:
11            (A) by a manager and verified by him or her; or
12            (B) if there are no managers, then by the members
13        or those of them that may be designated by a majority
14        vote of the members.
15    (c) The name of a person signing the document and the
16capacity in which the person signs shall be stated beneath or
17opposite the person's signature.
18    (d) The execution of any document required by this Act by a
19person member or manager constitutes an affirmation under the
20penalties of perjury that the facts stated therein are true and
21that the person has authority to execute the document.
22    (e) When filed in the Office of the Secretary of State, an
23authorization, including a power of attorney, to sign a record
24must be in writing, then sworn to, verified, or acknowledged.
25(Source: P.A. 90-424, eff. 1-1-98.)
 

 

 

09900SB0140sam001- 17 -LRB099 03415 JLS 32029 a

1    (805 ILCS 180/5-47)
2    Sec. 5-47. Statement of correction.
3    (a) Whenever any instrument authorized to be filed with the
4Secretary of State under any provision of this Act has been so
5filed and, as of the date of the action therein referred to,
6contains any misstatement of fact, typographical error, error
7of transcription, or any other error or defect or was
8defectively or erroneously executed, such instrument may be
9corrected by filing, in accordance with Section 5-45 of this
10Act, a statement of correction.
11    (b) A statement of correction shall set forth:
12        (1) The name of the limited liability company and the
13    state or country under the laws of which it is organized.
14        (2) The title of the instrument being corrected and the
15    date it was filed by the Secretary of State.
16        (3) The inaccuracy, error, or defect to be corrected
17    and the portion of the instrument in corrected form.
18    (c) A statement of correction shall be executed in the same
19manner in which the instrument being corrected was required to
20be executed.
21    (d) The corrected instrument shall be effective as of the
22date the original instrument was filed.
23    (e) A statement of correction shall not:
24        (1) Effect any change or amendment of articles which
25    would not in all respects have complied with the
26    requirements of this Act at the time of filing the

 

 

09900SB0140sam001- 18 -LRB099 03415 JLS 32029 a

1    instrument being corrected.
2        (2) Take the place of any document, statement, or
3    report otherwise required to be filed by this Act.
4        (3) Affect any right or liability accrued or incurred
5    before such filing, except that any right or liability
6    accrued or incurred by reason of the error or defect being
7    corrected shall be extinguished by such filing if the
8    person having such right has not detrimentally relied on
9    the original instrument.
10        (4) (Blank). Alter the provisions of the articles of
11    organization with respect to the limited liability company
12    name, purpose, ability to establish series, or the names
13    and addresses of the organizers, initial manager or
14    managers, and initial member or members.
15        (5) (Blank). Alter the provisions of the application
16    for admission to transact business as a foreign limited
17    liability company with respect to the limited liability
18    name or ability to establish series.
19        (6) (Blank). Alter the provisions of the application to
20    adopt or change an assumed limited liability company name
21    with respect to the assumed limited liability company name.
22        (7) Alter the wording of any resolution as filed in any
23    document with the Secretary of State and which was in fact
24    adopted by the members or managers.
25(Source: P.A. 95-368, eff. 8-23-07.)
 

 

 

09900SB0140sam001- 19 -LRB099 03415 JLS 32029 a

1    (805 ILCS 180/5-50)
2    Sec. 5-50. Amendment or termination dissolution by
3judicial act. If a person required by Section 5-45 to execute
4an amendment or statement articles of termination dissolution
5fails or refuses to do so, any other member and any transferee
6of a limited liability company interest, who is adversely
7affected by the failure or refusal, may petition a court to
8direct the amendment or statement of termination dissolution.
9If the court finds that the amendment or statement of
10termination dissolution is proper and that any person so
11designated has failed or refused to execute the amendment or
12statement articles of termination dissolution, it shall order
13the Secretary of State to record an appropriate amendment or
14statement of termination dissolution.
15(Source: P.A. 90-424, eff. 1-1-98.)
 
16    (805 ILCS 180/10-1)
17    Sec. 10-1. Admission of members.
18    (a) A person becomes a member:
19        (1) upon formation of the company, as provided in an
20    agreement between the organizer and the initial member if
21    there is only one member, or as provided in an agreement
22    among initial members if there is more than one member;
23        (2) after the formation of the company,
24            (A) as provided in the operating agreement;
25            (B) as the result of a transaction effective under

 

 

09900SB0140sam001- 20 -LRB099 03415 JLS 32029 a

1        Article 37;
2            (C) with the consent of all the members; or
3            (D) if, within 180 consecutive days after the
4        company ceases to have any members:
5                (i) the last person to have been a member, or
6            the legal representative of that person,
7            designates a person to become a member; and
8                (ii) the designated person consents to become
9            a member.
10    (b) A person that acquires a distributional interest, but
11that does not become a member, has merely the rights of a
12transferee under Sections 30-5 and 30-10.
13    (c) A person may become a member without acquiring a
14distributional interest and without making or being obligated
15to make a contribution to the limited liability company. After
16the filing of the articles of organization, a person who
17acquires a membership interest directly from the limited
18liability company or is a transferee of a membership interest
19may be admitted as a member with unanimous consent of the
20members.
21(Source: P.A. 90-424, eff. 1-1-98.)
 
22    (805 ILCS 180/10-15)
23    Sec. 10-15. Right of members and dissociated members
24Member's right to information.
25    (a) A company shall furnish information when any member

 

 

09900SB0140sam001- 21 -LRB099 03415 JLS 32029 a

1demands it in a record concerning the company's activities,
2financial condition, and other circumstances of the company's
3business necessary to the proper exercise of a member's rights
4and duties under the operating agreement or this Act or that is
5otherwise material to the membership interest of a member,
6unless the company knows that the member already knows that
7information.
8    (b) The following rules apply when a member makes a demand
9for information under this Section:
10        (1) During regular business hours and at a reasonable
11    location and time specified by the company, a member may
12    obtain from the company, inspect, and copy information for
13    a purpose consistent with subsection (a).
14        (2) Within 10 days after receiving a demand pursuant to
15    subsection (a):
16            (A) the company shall provide the information
17        demanded or, in a record, a description of the
18        information the company will provide, stating a
19        reasonable time within which it will be provided and
20        the place where it will be provided; and
21            (B) if the company declines to provide any demanded
22        information, the company shall state its reasons for
23        declining to the member in a record.
24    (c) Whenever this Act or an operating agreement provides
25for a member to give or withhold consent to a matter, before
26the consent is given or withheld, the company shall, without

 

 

09900SB0140sam001- 22 -LRB099 03415 JLS 32029 a

1demand, provide the member with all information that is known
2to the company that is material to the member's decision.
3    (d) Within 10 days after a demand made in a record received
4by the limited liability company, a dissociated member may have
5access to information to which the person was entitled while a
6member if the information pertains to the period during which
7the person was a member, and the person seeks the information
8in good faith for a purpose consistent with subsection (a). The
9company shall respond to a demand made pursuant to this
10subsection in the manner provided in subdivisions (A) and (B)
11of paragraph (2) of subsection (b).
12    (e) A limited liability company may charge a person that
13makes a demand under this Section the reasonable costs of
14copying, limited to the costs of labor and material.
15    (f) A member or dissociated member may exercise rights
16under this Section through an agent or, in the case of an
17individual under legal disability, a legal representative. Any
18restriction or condition imposed by the operating agreement or
19under subsection (h) applies both to the agent or legal
20representative and the member or dissociated member.
21    (g) The rights under this Section do not extend to a person
22as transferee.
23    (h) In addition to any restriction or condition stated in
24its operating agreement, the limited liability company, as a
25matter within the ordinary course of its activities, may impose
26reasonable restrictions and conditions on access to and use of

 

 

09900SB0140sam001- 23 -LRB099 03415 JLS 32029 a

1information to be furnished under this Section including, but
2not limited to, the designation of information such as trade
3secrets or information subject to confidentiality agreements
4with third parties as confidential with appropriate
5nondisclosure and safeguarding obligations. In a dispute
6concerning the reasonableness of a restriction or designation
7under this subsection, the company has the burden of proving
8reasonableness.
9    (i) This Section does not limit or restrict the right to
10inspect and copy records as provided in subsection (b) of
11Section 1-40. (a) A limited liability company shall provide
12members and their agents and attorneys access to its records,
13including the records required to be kept under Section 1-40,
14at the company's principal place of business or other
15reasonable locations specified in the operating agreement. The
16company shall provide former members and their agents and
17attorneys access for proper purposes to records pertaining to
18the period during which they were members. The right of access
19provides the opportunity to inspect and copy records during
20ordinary business hours. The company may impose a reasonable
21charge, limited to the costs of labor and material, for copies
22of records furnished.
23    (b) A member has the right upon written demand given to the
24limited liability company to obtain at the company's expense a
25copy of any written operating agreement.
26(Source: P.A. 90-424, eff. 1-1-98.)
 

 

 

09900SB0140sam001- 24 -LRB099 03415 JLS 32029 a

1    (805 ILCS 180/13-5)
2    Sec. 13-5. No agency power of a member as member. Agency of
3members and managers.
4    (a) A member is not an agent of a limited liability company
5solely by reason of being a member. Subject to subsections (b)
6and (c):
7    (b) Nothing herein shall be deemed to limit the effect of
8law other than this Act, including the law of agency.
9    (c) A person's status as a member does not prevent or
10restrict law other than this Act from imposing liability on a
11limited liability company because of the person's conduct.
12        (1) Each member is an agent of the limited liability
13    company for the purpose of its business, and an act of a
14    member, including the signing of an instrument in the
15    company's name, for apparently carrying on, in the ordinary
16    course, the company's business or business of the kind
17    carried on by the company binds the company, unless the
18    member had no authority to act for the company in the
19    particular matter and the person with whom the member was
20    dealing knew or had notice that the member lacked
21    authority.
22        (2) An act of a member that is not apparently for
23    carrying on, in the ordinary course, the company's business
24    or business of the kind carried on by the company binds the
25    company only if the act was authorized by the other

 

 

09900SB0140sam001- 25 -LRB099 03415 JLS 32029 a

1    members.
2    (b) Subject to subsection (c), in a manager-managed
3company:
4        (1) A member is not an agent of the company for the
5    purpose of its business solely by reason of being a member.
6    Each manager is an agent of the company for the purpose of
7    its business, and an act of a manager, including the
8    signing of an instrument in the company's name, for
9    apparently carrying on, in the ordinary course, the
10    company's business or business of the kind carried on by
11    the company binds the company, unless the manager had no
12    authority to act for the company in the particular matter
13    and the person with whom the manager was dealing knew or
14    had notice that the manager lacked authority.
15        (2) An act of a manager which is not apparently for
16    carrying on, in the ordinary course, the company's business
17    or business of the kind carried on by the company binds the
18    company only if the act was authorized under Section 15-1.
19    (c) Unless the articles of organization limit their
20authority, any member of a member-managed company or manager of
21a manager-managed company may sign and deliver any instrument
22transferring or affecting the company's interest in real
23property. The instrument is conclusive in favor of a person who
24gives value without knowledge of the lack of the authority of
25the person signing and delivering the instrument.
26(Source: P.A. 90-424, eff. 1-1-98.)
 

 

 

09900SB0140sam001- 26 -LRB099 03415 JLS 32029 a

1    (805 ILCS 180/13-15 new)
2    Sec. 13-15. Statement of authority.
3    (a) A limited liability company may deliver to the
4Secretary of State for filing a statement of authority. The
5statement:
6        (1) must include the name of the company and the
7    address of its principal place of business; and
8        (2) may state the authority, or limitations on the
9    authority, of any member or manager of the company or any
10    other person to:
11            (A) execute an instrument transferring real
12        property held in the name of the company; or
13            (B) enter into other transactions on behalf of, or
14        otherwise act for or bind, the company.
15    (b) To amend or cancel a statement of authority, a limited
16liability company must deliver to the Secretary of State for
17filing a statement of amendment or cancellation. The statement
18must include:
19        (1) the name of the limited liability company and the
20    address of its principal place of business;
21        (2) the date the statement of authority being amended
22    or cancelled became effective; and
23        (3) the contents of the amendment or a declaration that
24    the statement of authority is canceled.
25    (c) Except as otherwise provided in subsections (e) and

 

 

09900SB0140sam001- 27 -LRB099 03415 JLS 32029 a

1(f), a limitation on the authority of a member or manager of
2the limited liability company contained in a statement of
3authority is not by itself evidence of knowledge or notice of
4the limitation by any person.
5    (d) A grant of authority not pertaining to transfers of
6real property and contained in a statement of authority is
7conclusive in favor of a person that is not a member and that
8gives value in reliance on the grant, except to the extent that
9when the person gives value, the person has knowledge to the
10contrary.
11    (e) A certified copy of a statement of authority that
12grants authority to transfer real property held in the name of
13the limited liability company and that is recorded in the
14office for recording transfers of the real property is
15conclusive in favor of a person that is not a member and that
16gives value in reliance on the grant without knowledge to the
17contrary.
18    (f) If a certified copy of a statement of authority
19containing a limitation on the authority to transfer real
20property held in the name of a limited liability company is
21recorded in the office for recording transfers of that real
22property, all persons that are not members are deemed to know
23of the limitation.
24    (g) Unless previously cancelled by a statement of
25cancellation, a statement of authority expires as of the date,
26if any, specified in the statement of authority.

 

 

09900SB0140sam001- 28 -LRB099 03415 JLS 32029 a

1    (h) If the articles of organization state the authority or
2limitations on the authority of any person on behalf of a
3company, the authority stated or limited shall not bind any
4person who is not a member or manager until that person
5receives actual notice in a record from the company that agency
6authority is stated or limited in the articles. If the
7authority stated or limited in the articles of organization
8conflicts with authority stated or limited in a statement of
9authority filed with the Secretary of State under this Section
10on behalf of the company, the statement of authority is the
11effective statement and a person who is not a member or manager
12may rely upon the terms of the filed statement of authority
13notwithstanding conflicting terms in the articles of
14organization.
 
15    (805 ILCS 180/13-20 new)
16    Sec. 13-20. Statement of denial. A person named in a filed
17statement of authority granting that person authority may
18deliver to the Secretary of State for filing a statement of
19denial that:
20        (1) provides the name of the limited liability company
21    and the caption of the statement of authority to which the
22    statement of denial pertains; and
23        (2) denies the grant of authority.
24    An effective statement of denial operates as a restrictive
25amendment under subsection (b) of Section 13-15 and, if a

 

 

09900SB0140sam001- 29 -LRB099 03415 JLS 32029 a

1certified copy thereof is recorded in the office for recording
2transfers of real property in which a prior statement of
3authority has been recorded as provided in subsection (e) of
4Section 13-15, the statement of denial shall be deemed a
5limitation on the statement of authority for purposes of
6subsection (f) of Section 13-15.
 
7    (805 ILCS 180/15-1)
8    Sec. 15-1. Management of limited liability company.
9    (a) A limited liability company is a member-managed limited
10liability company unless the operating agreement:
11        (1) expressly provides that:
12            (A) the company is or will be manager-managed;
13            (B) the company is or will be managed by managers;
14        or,
15            (C) management of the company is or will be vested
16        in managers; or
17        (2) includes words of similar import.
18    (b) (a) In a member-managed company:
19        (1) each member has equal rights in the management and
20    conduct of the company's business; and
21        (2) except as otherwise provided in subsection (d) (c)
22    of this Section, any matter relating to the business of the
23    company may be decided by a majority of the members.
24    (c) (b) In a manager-managed company:
25        (1) each manager has equal rights in the management and

 

 

09900SB0140sam001- 30 -LRB099 03415 JLS 32029 a

1    conduct of the company's business;
2        (2) except as otherwise provided in subsection (d) (c)
3    of this Section, any matter relating to the business of the
4    company may be exclusively decided by the manager or, if
5    there is more than one manager, by a majority of the
6    managers; and
7        (3) a manager:
8            (A) must be designated, appointed, elected,
9        removed, or replaced by a vote, approval, or consent of
10        a majority of the members; and
11            (B) holds office until a successor has been elected
12        and qualified, unless the manager sooner resigns or is
13        removed.
14    (d) (c) The only matters of a member or manager-managed
15company's business requiring the consent of all of the members
16are the following:
17        (1) the amendment of the operating agreement under
18    Section 15-5;
19        (2) an amendment to the articles of organization under
20    Article 5;
21        (3) the compromise of an obligation to make a
22    contribution under Section 20-5;
23        (4) the compromise, as among members, of an obligation
24    of a member to make a contribution or return money or other
25    property paid or distributed in violation of this Act;
26        (5) the making of interim distributions under

 

 

09900SB0140sam001- 31 -LRB099 03415 JLS 32029 a

1    subsection (a) of Section 25-1, including the redemption of
2    an interest;
3        (6) the admission of a new member;
4        (7) the use of the company's property to redeem an
5    interest subject to a charging order;
6        (8) the consent to dissolve the company under
7    subdivision (2) of subsection (a) of Section 35-1;
8        (9) a waiver of the right to have the company's
9    business wound up and the company terminated under Section
10    35-3;
11        (9) (10) the consent of members to convert, merge with
12    another entity entity or domesticate under Article 37 under
13    Section 37-20; and
14        (10) (11) the sale, lease, exchange, or other disposal
15    of all, or substantially all, of the company's property
16    with or without goodwill.
17    (e) (d) Action requiring the consent of members or managers
18under this Act may be taken without a meeting.
19    (f) (e) A member or manager may appoint a proxy to vote or
20otherwise act for the member or manager by signing an
21appointment instrument, either personally or by the member or
22manager's attorney-in-fact.
23(Source: P.A. 90-424, eff. 1-1-98.)
 
24    (805 ILCS 180/15-3)
25    Sec. 15-3. General standards of member and manager's

 

 

09900SB0140sam001- 32 -LRB099 03415 JLS 32029 a

1conduct.
2    (a) The fiduciary duties a member owes to a member-managed
3company and its other members include the duty of loyalty and
4the duty of care referred to in subsections (b) and (c) of this
5Section.
6    (b) A member's duty of loyalty to a member-managed company
7and its other members includes the following:
8        (1) to account to the company and to hold as trustee
9    for it any property, profit, or benefit derived by the
10    member in the conduct or winding up of the company's
11    business or derived from a use by the member of the
12    company's property, including the appropriation of a
13    company's opportunity;
14        (2) to act fairly when a member deals with the company
15    in the conduct or winding up of the company's business as
16    or on behalf of a party having an interest adverse to the
17    company; and
18        (3) to refrain from competing with the company in the
19    conduct of the company's business before the dissolution of
20    the company.
21    (c) A member's duty of care to a member-managed company and
22its other members in the conduct of and winding up of the
23company's business is limited to refraining from engaging in
24grossly negligent or reckless conduct, intentional misconduct,
25or a knowing violation of law.
26    (d) A member shall discharge his or her duties to a

 

 

09900SB0140sam001- 33 -LRB099 03415 JLS 32029 a

1member-managed company and its other members under this Act or
2under the operating agreement and exercise any rights
3consistent with the obligation of good faith and fair dealing.
4    (e) A member of a member-managed company does not violate a
5duty or obligation under this Act or under the operating
6agreement merely because the member's conduct furthers the
7member's own interest.
8    (f) This Section applies to a person winding up the limited
9liability company's business as the personal or legal
10representative of the last surviving member as if the person
11were a member.
12    (g) In a manager-managed company:
13        (1) a member who is not also a manager owes no duties
14    to the company or to the other members solely by reason of
15    being a member;
16        (2) a manager is held to the same standards of conduct
17    prescribed for members in subsections (b), (c), (d), and
18    (e) of this Section;
19        (3) a member who exercises some or all of the authority
20    of a manager and conduct of the company's business is held
21    to the standards of conduct in subsections (b), (c), (d),
22    and (e) of this Section to the extent that the member
23    exercises the managerial authority vested in a manager by
24    this Act; and
25        (4) a manager is relieved of liability imposed by law
26    for violations of the standards prescribed by subsections

 

 

09900SB0140sam001- 34 -LRB099 03415 JLS 32029 a

1    (b), (c), (d), and (e) to the extent of the managerial
2    authority delegated to the members by the operating
3    agreement.
4(Source: P.A. 95-331, eff. 8-21-07; 96-263, eff. 1-1-10.)
 
5    (805 ILCS 180/15-5)
6    Sec. 15-5. Operating agreement.
7    (a) All members of a limited liability company may enter
8into an operating agreement to regulate the affairs of the
9company and the conduct of its business and to govern relations
10among the members, managers, and company. The operating
11agreement may establish that a limited liability company is a
12manager-managed limited liability company and the rights and
13duties under this Act of a person in the capacity of a manager.
14To the extent the operating agreement does not otherwise
15provide, this Act governs relations among the members,
16managers, and company. Except as provided in subsections
17subsection (b), (c), (d), and (e) of this Section, an operating
18agreement may modify any provision or provisions of this Act
19governing relations among the members, managers, and company.
20    (b) The operating agreement may not:
21        (1) unreasonably restrict a right to information or
22    access to records under Section 1-40 or Section 10-15;
23        (2) vary the right to expel a member in an event
24    specified in subdivision (6) of Section 35-45;
25        (3) vary the requirement to wind up the limited

 

 

09900SB0140sam001- 35 -LRB099 03415 JLS 32029 a

1    liability company's business in a case specified in
2    subdivision subdivisions (3) or (4), (5), or (6) of
3    subsection (a) of Section 35-1;
4        (4) restrict rights of a person, other than a manager,
5    member, and transferee of a member's distributional
6    interest, under this Act;
7        (5) restrict the power of a member to dissociate under
8    Section 35-50, although an operating agreement may
9    determine whether a dissociation is wrongful under Section
10    35-50, and it may eliminate or vary the obligation of the
11    limited liability company to purchase the dissociated
12    member's distributional interest under Section 35-60;
13        (6) (blank); eliminate or reduce a member's fiduciary
14    duties, but may;
15            (A) identify specific types or categories of
16        activities that do not violate these duties, if not
17        manifestly unreasonable; and
18            (B) specify the number or percentage of members or
19        disinterested managers that may authorize or ratify,
20        after full disclosure of all materials facts, a
21        specific act or transaction that otherwise would
22        violate these duties;
23        (6.5) eliminate or reduce the obligations or purposes a
24    low-profit limited liability company undertakes when
25    organized under Section 1-26; or
26        (7) eliminate or reduce the obligation of good faith

 

 

09900SB0140sam001- 36 -LRB099 03415 JLS 32029 a

1    and fair dealing under subsection (d) of Section 15-3, but
2    the operating agreement may determine the standards by
3    which the performance of the member's duties or the
4    exercise of the member's rights obligation is to be
5    measured; , if the standards are not manifestly
6    unreasonable.
7        (8) eliminate, vary, or restrict the priority of a
8    statement of authority over provisions in the articles of
9    organization as provided in subsection (h) Section 13-15;
10        (9) vary the law applicable under Section 1-65;
11        (10) vary the power of the court under Section 5-50; or
12        (11) restrict the right to approve a merger,
13    conversion, or domestication under Article 37 of a member
14    that will have personal liability with respect to a
15    surviving, converted, or domesticated organization.
16    (c) The operating agreement may:
17        (1) restrict or eliminate a fiduciary duty, other than
18    the duty of care described in subsection (c) of Section
19    15-3, but only to the extent the restriction or elimination
20    in the operating agreement is clear and unambiguous;
21        (2) identify specific types or categories of
22    activities that do not violate any fiduciary duty; and
23        (3) alter the duty of care, except to authorize
24    intentional misconduct or knowing violation of law.
25    (d) The operating agreement may specify the method by which
26a specific act or transaction that would otherwise violate the

 

 

09900SB0140sam001- 37 -LRB099 03415 JLS 32029 a

1duty of loyalty may be authorized or ratified by one or more
2disinterested and independent persons after full disclosure of
3all material facts.
4    (e) The operating agreement may alter or eliminate the
5right to payment or reimbursement for a member or manager
6provided by Section 15-7 and may eliminate or limit a member or
7manager's liability to the limited liability company and
8members for money damages, except for:
9        (1) subject to subsections (c) and (d) of this Section,
10    breach of the duties as required in subdivisions (1), (2),
11    and (3) of subsection (b) of Section 15-3 and subsection
12    (g) of Section 15-3;
13        (2) a financial benefit received by the member or
14    manager to which the member or manager is not entitled;
15        (3) a breach of a duty under Section 25-35;
16        (4) intentional infliction of harm on the company or a
17    member; or
18        (5) an intentional violation of criminal law.
19    (f) A limited liability company is bound by and may enforce
20the operating agreement, whether or not the company has itself
21manifested assent to the operating agreement.
22    (g) A person that becomes a member of a limited liability
23company is deemed to assent to the operating agreement.
24    (h) An operating agreement may be entered into before,
25after, or at the time of filing of articles of organization
26and, whether entered into before, after, or at the time of the

 

 

09900SB0140sam001- 38 -LRB099 03415 JLS 32029 a

1filing, may be made effective as of the time of formation of
2the limited liability company or as of the time or date
3provided in the operating agreement.
4    (c) In a limited liability company with only one member,
5the operating agreement includes any of the following:
6        (1) Any writing, without regard to whether the writing
7    otherwise constitutes an agreement, as to the company's
8    affairs signed by the sole member.
9        (2) Any written agreement between the member and the
10    company as to the company's affairs.
11        (3) Any agreement, which need not be in writing,
12    between the member and the company as to a company's
13    affairs, provided that the company is managed by a manager
14    who is a person other than the member.
15(Source: P.A. 96-126, eff. 1-1-10.)
 
16    (805 ILCS 180/15-7)
17    Sec. 15-7. Member and manager's right to payments and
18reimbursement and indemnification.
19    (a) A limited liability company shall reimburse a member or
20manager for payments made and indemnify a member or manager for
21debts, obligations, or other liabilities incurred by the member
22or manager in the ordinary course of the member's or manager's
23activities on behalf of the company, if, in making the payment
24or incurring the debt, obligation, or other liability, the
25member or manager complied with the duties stated in Sections

 

 

09900SB0140sam001- 39 -LRB099 03415 JLS 32029 a

115-3 and 25-35 business of the company or for the preservation
2of its business or property.
3    (b) A limited liability company shall reimburse a member
4for an advance to the company beyond the amount of contribution
5the member agreed to make.
6    (c) A payment or advance made by a member that gives rise
7to an obligation of a limited liability company under
8subsection (a) or (b) of this Section constitutes a loan to the
9company upon which interest accrues from the date of the
10payment or advance.
11    (d) A member is not entitled to remuneration for services
12performed for a limited liability company, except for
13reasonable compensation for services rendered in winding up the
14business of the company.
15    (e) A limited liability company may purchase and maintain
16insurance on behalf of a member or manager of the company
17against liability asserted against or incurred by the member or
18manager in that capacity or arising from that status even if,
19under subsection (e) of Section 15-5, the operating agreement
20could not eliminate or limit the person's liability to the
21company for the conduct giving rise to the liability.
22(Source: P.A. 90-424, eff. 1-1-98.)
 
23    (805 ILCS 180/20-1)
24    Sec. 20-1. Form of contribution. The contribution of a
25member may be in cash, property, services rendered, or other

 

 

09900SB0140sam001- 40 -LRB099 03415 JLS 32029 a

1benefit, or a promissory note or other obligation to contribute
2cash or property or to perform services.
3(Source: P.A. 87-1062.)
 
4    (805 ILCS 180/20-5)
5    Sec. 20-5. Member's liability for contributions.
6    (a) (Blank).
7    (b) (Blank).
8    (c) A member's obligation to contribute money, property, or
9other benefit to, or to perform services for, a limited
10liability company is not excused by the member's death,
11disability, dissolution, or any other reason inability to
12perform personally. If a member does not make the required
13contribution of property or services, the member is obligated
14at the option of the company to contribute money equal to the
15value of that portion of the required stated contribution which
16has not been made. The foregoing option does not limit the
17availability of any remedy provided for in the operating
18agreement or under law, including specific performance.
19    (d) A creditor of a limited liability company who extends
20credit or otherwise acts in reliance on an obligation described
21in subsection (c), and without notice of any compromise under
22subdivision (4) of subsection (d) (c) of Section 15-1, may
23enforce the original obligation.
24    (e) Subject to Sections 1-43 and 15-5, the operating
25agreement may provide that the interest of any member that

 

 

09900SB0140sam001- 41 -LRB099 03415 JLS 32029 a

1fails to make any contribution that the member is required to
2make will be subject to specified remedies for, or specified
3consequences of, the failure. The specified remedies or
4consequences may include, without limitation:
5        (1) Loss of voting, approval, or other rights.
6        (2) Loss of the member's ability to participate in the
7    management or operations of the limited liability company.
8        (3) Liquidated damages.
9        (4) Diluting, reducing, or eliminating the defaulting
10    member's proportionate interest in the company.
11        (5) Subordinating the defaulting member's right to
12    receive distributions to that of the nondefaulting
13    members.
14        (6) Permitting the forced sale of the defaulting
15    member's interest in the company.
16        (7) Permitting one or more nondefaulting members to
17    lend the amount necessary to meet the defaulting member's
18    commitment.
19        (8) Adjusting the interest rates or other rates of
20    return, preferred, priority or otherwise, with respect to
21    contributions by or capital accounts of the nondefaulting
22    members.
23        (9) Fixing the value of the defaulting member's
24    interest by appraisal or formula and the redemption or sale
25    of the defaulting member's interest at that value.
26(Source: P.A. 90-424, eff. 1-1-98.)
 

 

 

09900SB0140sam001- 42 -LRB099 03415 JLS 32029 a

1    (805 ILCS 180/25-35)
2    Sec. 25-35. Liability for unlawful distributions.
3    (a) Except as otherwise provided in subsections (b) and
4(c), if a A member of a member-managed company or a member or
5manager of a manager-managed company consents who votes for or
6assents to a distribution made in violation of Section 25-30,
7the articles of organization, or the operating agreement and in
8consenting to the distribution fails to comply with Section
915-3, the member or manager is personally liable to the company
10for the amount of the distribution that exceeds the amount that
11could have been distributed without violating Section 25-30,
12the articles of organization, or the operating agreement if it
13is established that the member or manager did not perform the
14member or manager's duties in compliance with Section 15-3.
15    (b) To the extent the operating agreement of a limited
16liability company expressly relieves a member of the authority
17and responsibility to consent to distributions and imposes that
18authority and responsibility on one or more other members, the
19liability stated in subsection (a) applies to the other members
20and not the member that the operating agreement relieves of
21authority and responsibility.
22    (c) If the members of a member-managed company or the
23members or managers of a manager-managed company consent to a
24distribution that violates the articles of organization or the
25operating agreement, but does not violate Section 25-30, by a

 

 

09900SB0140sam001- 43 -LRB099 03415 JLS 32029 a

1vote that would have been sufficient to amend the articles of
2organization or operating agreement, as the case may be, the
3liability stated in subsection (a) does not apply.
4    (d) (b) A person that receives a distribution and that
5member of a manager-managed company who knew the a distribution
6was made in violation of Section 25-30, the articles of
7organization, or the operating agreement is personally liable
8to the company, but only to the extent that the distribution
9received by the person member exceeded the amount that could
10have been properly paid under Section 25-30.
11    (e) (c) A person member or manager against whom an action
12is brought under this Section may implead in the action:
13        (1) all other members or managers who consented voted
14    for or assented to the distribution in violation of
15    subsection (a) of this Section and may compel contribution
16    from them; and
17        (2) all persons members who received a distribution in
18    violation of subsection (d) (b) of this Section and may
19    compel contribution from any person receiving such a
20    distribution the member in the amount received in violation
21    of subsection (d) (b) of this Section.
22    (f) (d) A proceeding under this Section is barred unless it
23is commenced within 2 years after the distribution.
24(Source: P.A. 90-424, eff. 1-1-98.)
 
25    (805 ILCS 180/Art. 30 heading)

 

 

09900SB0140sam001- 44 -LRB099 03415 JLS 32029 a

1
Article 30. Transfer Assignment of Distributional Membership
2
Interests

 
3    (805 ILCS 180/30-5)
4    Sec. 30-5. Transfer of a distributional interest.
5    (a) A transfer of a distributional interest in whole or in
6part:
7        (1) does not by itself cause dissolution and winding up
8    of the limited liability company's activities; and
9        (2) is subject to Section 30-10.
10    (b) A transfer of a distributional interest does not
11entitle the transferee to become or to exercise any rights of a
12member. A transfer entitles the transferee to receive, to the
13extent transferred, only the distributions to which the
14transferor would be entitled.
15(Source: P.A. 90-424, eff. 1-1-98.)
 
16    (805 ILCS 180/30-10)
17    Sec. 30-10. Rights of a transferee.
18    (a) A transferee of a distributional interest may become a
19member of a limited liability company if and to the extent that
20the transferor gives the transferee the right in accordance
21with authority described in the operating agreement or all
22other members consent.
23    (b) A transferee who has become a member, to the extent
24transferred, has the rights and powers, and is subject to the

 

 

09900SB0140sam001- 45 -LRB099 03415 JLS 32029 a

1restrictions and liabilities, of a member under the operating
2agreement of a limited liability company and this Act. A
3transferee who becomes a member also is liable for the
4transferor member's obligations to make contributions under
5Section 20-5 and for obligations under Section 25-35 to return
6unlawful distributions, but the transferee is not obligated for
7the transferor member's liabilities unknown to the transferee
8at the time the transferee becomes a member.
9    (c) Whether or not a transferee of a distributional
10interest becomes a member under subsection (a) of this Section,
11the transferor is not released from liability to the limited
12liability company under the operating agreement or this Act.
13    (d) A transferee who does not become a member is not
14entitled to participate in the management or conduct of the
15limited liability company's business, require access to
16information concerning the company's transactions, or, except
17as provided in subsections (c) and (d) of Section 1-40, inspect
18or copy any of the company's records.
19    (e) A transferee who does not become a member is entitled
20to:
21        (1) receive, in accordance with the transfer,
22    distributions to which the transferor would otherwise be
23    entitled;
24        (2) receive, upon dissolution and winding up of the
25    limited liability company's business:
26            (A) in accordance with the transfer, the net amount

 

 

09900SB0140sam001- 46 -LRB099 03415 JLS 32029 a

1        otherwise distributable to the transferor; and
2            (B) a statement of account only from the date of
3        the latest statement of account agreed to by all the
4        members. ; and
5        (3) seek under subdivision (5) of Section 35-1 a
6    judicial determination that it is equitable to dissolve and
7    wind up the company's business.
8    (f) A limited liability company need not give effect to a
9transfer until it has notice of the transfer.
10(Source: P.A. 97-813, eff. 7-13-12.)
 
11    (805 ILCS 180/30-20)
12    Sec. 30-20. Rights of creditor.
13    (a) On application by a judgment creditor of a member or
14transferee, a court may enter a charging order against the
15distributional interest of the judgment debtor for the
16unsatisfied amount of the judgment. A charging order
17constitutes a lien on a judgment debtor's distributional
18interest and requires the limited liability company to pay over
19to the person to which the charging order was issued any
20distribution that would otherwise be paid to the judgment
21debtor. A charging order grants no other rights with respect to
22the assets or affairs of the company. On application by a
23judgment creditor of a member of a limited liability company or
24of a member's transferee, a court having jurisdiction may
25charge the distributional interest of the judgment debtor to

 

 

09900SB0140sam001- 47 -LRB099 03415 JLS 32029 a

1satisfy the judgment. The court may appoint a receiver of the
2share of the distributions due or to become due to the judgment
3debtor and make all other orders, directions, accounts, and
4inquiries the judgment debtor might have made or which the
5circumstances may require to give effect to the charging order.
6    (b) To the extent necessary to effectuate the collection of
7distributions pursuant to a charging order in effect under
8subsection (a), the court may:
9        (1) appoint a receiver of the distributions subject to
10    the charging order, with the power to make all inquiries
11    the judgment debtor might have made; and
12        (2) make all other orders necessary to give effect to
13    the charging order. A charging order constitutes a lien on
14    the judgment debtor's distributional interest. The court
15    may order a foreclosure of a lien on a distributional
16    interest subject to the charging order at any time. A
17    purchaser at the foreclosure sale has the rights of a
18    transferee.
19    (c) At any time the court may foreclose the lien and order
20the sale of the distributional interest. The purchaser at the
21foreclosure sale obtains only the distributional interest,
22does not thereby become a member, and is subject to Section
2330-10. At any time before foreclosure, a distributional
24interest in a limited liability company that is charged may be
25redeemed:
26        (1) by the judgment debtor;

 

 

09900SB0140sam001- 48 -LRB099 03415 JLS 32029 a

1        (2) with property other than the company's property, by
2    one or more of the other members; or
3        (3) with the company's property, but only if permitted
4    by the operating agreement.
5    (d) At any time before foreclosure under subsection (c),
6the member or transferee whose distributional interest is
7subject to a charging order under subsection (a) may extinguish
8the charging order by satisfying the judgment and filing a
9certified copy of the satisfaction with the court that issued
10the charging order. This Act does not affect a member's right
11under exemption laws with respect to the member's
12distributional interest in a limited liability company.
13    (e) At any time before foreclosure under subsection (c), a
14limited liability company or one or more members whose
15distributional interests are not subject to the charging order
16may satisfy the judgment and thereby succeed to the rights of
17the judgment creditor, including the charging order. This
18Section provides the exclusive remedy by which a judgment
19creditor of a member or a transferee may satisfy a judgment out
20of the judgment debtor's distributional interest in a limited
21liability company.
22    (f) This Act does not deprive any member or transferee of
23the benefit of any exemption laws applicable to the member's or
24transferee's distributional interest.
25    (g) This Section provides the exclusive remedy by which a
26person seeking to enforce a judgment against a member or

 

 

09900SB0140sam001- 49 -LRB099 03415 JLS 32029 a

1transferee may, in the capacity of judgment creditor, satisfy
2the judgment from the judgment debtor's distributional
3interest. If and to the extent that other law permits a
4judgment creditor to obtain a lien against the distributional
5interest or other rights of a member or transferee of a member,
6the lien shall be treated as a charging order subject to all
7the provisions of this Section.
8(Source: P.A. 90-424, eff. 1-1-98.)
 
9    (805 ILCS 180/30-25 new)
10    Sec. 30-25. Power of personal representative of deceased
11member. If a member dies, the deceased member's personal
12representative or other legal representative may exercise the
13rights of a transferee provided in subsection (e) of Section
1430-10 and, for the purposes of settling the estate, the rights
15of a current member under Section 10-15.
 
16    (805 ILCS 180/35-1)
17    Sec. 35-1. Events causing dissolution and winding up of
18company's business.
19    (a) A limited liability company is dissolved, and, unless
20continued pursuant to subsection (b) of Section 35-3, its
21business must be wound up, upon the occurrence of any of the
22following events:
23        (1) An event or circumstance that causes the
24    dissolution of a company by the express terms of specified

 

 

09900SB0140sam001- 50 -LRB099 03415 JLS 32029 a

1    in the operating agreement.
2        (2) The consent of all members Consent of the number or
3    percentage of members specified in the operating
4    agreement.
5        (3) The passage of 180 consecutive days during which
6    the company has no members An event that makes it unlawful
7    for all or substantially all of the business of the company
8    to be continued, but any cure of illegality within 90 days
9    after notice to the company of the event is effective
10    retroactively to the date of the event for purposes of this
11    Section.
12        (4) On application by a member or a dissociated member,
13    upon entry of a judicial decree that:
14            (A) the economic purpose of the company has been or
15        is likely to be unreasonably frustrated;
16            (B) the another member has engaged in conduct of
17        all or substantially all of relating to the company's
18        activities is unlawful business that makes it not
19        reasonably practicable to carry on the company's
20        business with that member;
21            (C) it is not otherwise reasonably practicable to
22        carry on the company's business in conformity with the
23        articles of organization and the operating agreement. ;
24        (5) On application by a member or transferee of a (D)
25    the company failed to purchase the petitioner's
26    distributional interest, upon entry of a judicial decree

 

 

09900SB0140sam001- 51 -LRB099 03415 JLS 32029 a

1    that as required by Section 35-60; or (E) the managers or
2    those members in control of the company:
3            (A) have acted, are acting, or will act in a manner
4        that is illegal, oppressive, or fraudulent; or with
5        respect to the petitioner.
6            (B) have acted or are acting in a manner that is
7        oppressive and was, is, or will be directly harmful to
8        the applicant.
9        (5) On application by a transferee of a member's
10    interest, a judicial determination that it is equitable to
11    wind up the company's business.
12        (6) Administrative dissolution under Section 35-25.
13    (b) In a proceeding under subdivision (4) or (5) of
14subsection (a), the court may order a remedy other than
15dissolution including, but not limited to, a buyout of the
16applicant's membership interest.
17(Source: P.A. 90-424, eff. 1-1-98.)
 
18    (805 ILCS 180/35-3)
19    Sec. 35-3. Limited liability company continues after
20dissolution.
21    (a) Subject to subsections (b), and (c), and (d) of this
22Section, a limited liability company continues after
23dissolution only for the purpose of winding up its business.
24    (b) At any time after the dissolution of a limited
25liability company and before the winding up of its business is

 

 

09900SB0140sam001- 52 -LRB099 03415 JLS 32029 a

1completed, the members, including a dissociated member whose
2dissociation caused the dissolution, may unanimously waive the
3right to have the company's business wound up and the company
4terminated. In that case Any such waiver shall take effect
5upon:
6        (1) (blank);
7        (2) (blank);
8        (3) the filing with the Secretary of State by the
9    limited liability company of all reports then due and
10    theretofore becoming due;
11        (4) the payment to the Secretary of State by the
12    limited liability company of all fees and penalties then
13    due and theretofore becoming due; and
14        (5) the filing of articles of revocation of dissolution
15    setting forth:
16            (A) the name of the limited liability company at
17        the time of filing the articles of dissolution;
18            (B) if the name is not available for use as
19        determined by the Secretary of State at the time of
20        filing the articles of revocation of dissolution, the
21        name of the limited liability company as changed,
22        provided that any change of name is properly effected
23        under Section 1-10 and Section 5-25 of this Act;
24            (C) the effective date of the dissolution that was
25        revoked;
26            (D) the date that the revocation of dissolution was

 

 

09900SB0140sam001- 53 -LRB099 03415 JLS 32029 a

1        authorized;
2            (E) a statement that the members have unanimously
3        waived the right to have the company's business wound
4        up and the company terminated; and
5            (F) the address, including street and number or
6        rural route number, of the registered office of the
7        limited liability company upon revocation of
8        dissolution and the name of its registered agent at
9        that address upon the revocation of dissolution of the
10        limited liability company, provided that any change
11        from either the registered office or the registered
12        agent at the time of dissolution is properly reported
13        under Section 1-35 of this Act.
14    Upon compliance with the provisions of this subsection, the
15Secretary of State shall file the articles of revocation of
16dissolution. Upon filing of the articles of revocation of
17dissolution:
18        (1) (i) the limited liability company resumes carrying
19    on its business as if dissolution had never occurred, and
20    any liability incurred by the limited liability company or
21    a member after the dissolution and before the waiver is
22    determined as if the dissolution had never occurred; and
23        (2) (ii) the rights of a third party accruing under
24    subsection (a) of Section 35-7 or arising out of conduct in
25    reliance on the dissolution before the third party knew or
26    received a notification of the waiver are not adversely

 

 

09900SB0140sam001- 54 -LRB099 03415 JLS 32029 a

1    affected.
2    (c) If there are no members, the legal representative of
3the last remaining member may, within one year after the
4occurrence of the event that caused the dissociation of the
5last remaining member, agree in writing to continue the limited
6liability company. In that event, the legal representative or
7its nominee or designee will be admitted to the company as a
8member and the company will not be dissolved or its business
9wound up until the occurrence of a future event of dissolution,
10if any.
11    (d) This Section does not apply in the case of a
12dissolution described in subdivision (4), (5), or (6) of
13Section 35-1.
14    (c) Unless otherwise provided in the articles of
15organization or the operating agreement, the limited liability
16company is not dissolved and is not required to be wound up if:
17        (1) within 6 months or such period as is provided for
18    in the articles of organization or the operating agreement
19    after the occurrence of the event that caused the
20    dissociation of the last remaining member, the personal
21    representative of the last remaining member agrees in
22    writing to continue the limited liability company until the
23    admission of the personal representative of that member or
24    its nominee or designee to the limited liability company as
25    a member, effective as of the occurrence of the event that
26    caused the dissociation of the last remaining member,

 

 

09900SB0140sam001- 55 -LRB099 03415 JLS 32029 a

1    provided that the articles of organization or the operating
2    agreement may provide that the personal representative of
3    the last remaining member shall be obligated to agree in
4    writing to continue the limited liability company and to
5    the admission of the personal representative of that member
6    or its nominee or designee to the limited liability company
7    as a member, effective as of the occurrence of the event
8    that caused the dissociation of the last remaining member;
9    or
10        (2) a member is admitted to the limited liability
11    company in the manner provided for in the articles of
12    organization or the operating agreement, effective as of
13    the occurrence of the event that caused the dissociation of
14    the last remaining member, within 6 months or such other
15    period as is provided for in the operating agreement after
16    the occurrence of the event that caused the dissociation of
17    the last remaining member, pursuant to a provision of the
18    articles of organization or the operating agreement that
19    specifically provides for the admission of a member to the
20    limited liability company after there is no longer a
21    remaining member of the limited liability company.
22(Source: P.A. 98-720, eff. 7-16-14.)
 
23    (805 ILCS 180/35-4)
24    Sec. 35-4. Wind Right to wind up of limited liability
25company's business.

 

 

09900SB0140sam001- 56 -LRB099 03415 JLS 32029 a

1    (a) After dissolution, a member who has not wrongfully
2dissociated may participate in winding up a limited liability
3company's business, but on application of any member, member's
4legal representative, or transferee, the Circuit Court, for
5good cause shown, may order judicial supervision of the winding
6up.
7    (b) If a dissolved limited liability company has no
8members, the A legal representative of the last person to have
9been a surviving member may wind up the a limited liability
10company's business of the company. If the person does so, the
11person has the powers of a sole manager under subsection (b) of
12Section 15-1 and is deemed to be a manager for the purposes of
13subsection (a) of Section 10-10.
14    (c) A person winding up a limited liability company's
15business (1) may preserve the company's business or property as
16a going concern for a reasonable time, prosecute and defend
17actions and proceedings, whether civil, criminal, or
18administrative, settle and close the company's business,
19dispose of and transfer the company's property, settle disputes
20by mediation or arbitration, and perform other acts necessary
21or appropriate to winding up and (2) shall discharge the
22company's debts, obligations, or other liabilities, settle and
23close the company's business and marshal and distribute the
24assets of the company pursuant to Section 35-10, settle
25disputes by mediation or arbitration, and perform other
26necessary acts.

 

 

09900SB0140sam001- 57 -LRB099 03415 JLS 32029 a

1    (d) If the legal representative under subsection (b)
2declines or fails to wind up the company's business, a person
3may be appointed to do so by the consent of transferees owning
4a majority of the rights to receive distributions as
5transferees at the time the consent is to be effective. A
6person appointed under this subsection:
7        (1) has the powers of a sole manager under subsection
8    (b) of Section 15-1 and is deemed to be a manager for the
9    purposes of subsection (a) of Section 10-10; and
10        (2) shall promptly deliver to the Secretary of State
11    for filing an amendment to the company's articles of
12    organization to:
13            (A) state that the company has no members;
14            (B) state that the person has been appointed
15        pursuant to this subsection to wind up the company; and
16            (C) provide the mailing addresses of the person.
17    (e) The circuit court may order judicial supervision of the
18winding up of a dissolved limited liability company, including
19the appointment of a person to wind up the company's business:
20        (1) on application of a member, if the applicant
21    establishes good cause;
22        (2) on the application of a transferee, if:
23            (A) the company does not have any members;
24            (B) the legal representative of the last person to
25        have been a member declines or fails to wind up the
26        company's business; and

 

 

09900SB0140sam001- 58 -LRB099 03415 JLS 32029 a

1            (C) within a reasonable time following the
2        dissolution a person has not been appointed pursuant to
3        subsection (d); or
4        (3) in connection with a proceeding under subdivision
5    (4) of subsection (a) of Section 35-1.
6(Source: P.A. 90-424, eff. 1-1-98.)
 
7    (805 ILCS 180/35-7)
8    Sec. 35-7. Member or manager's power and liability as agent
9after dissolution.
10    (a) A limited liability company is bound by a member or
11manager's act after dissolution that:
12        (1) is appropriate for winding up the company's
13    business; or
14        (2) would have bound the company under Section 13-5
15    before dissolution, if the other party to the transaction
16    did not have notice of the dissolution.
17    (b) A member or manager who, with knowledge of the
18dissolution, subjects a limited liability company to liability
19by an act that is not appropriate for winding up the company's
20business is liable to the company for any damage caused to the
21company arising from the liability.
22(Source: P.A. 90-424, eff. 1-1-98.)
 
23    (805 ILCS 180/35-15)
24    Sec. 35-15. Statement Articles of termination dissolution.

 

 

09900SB0140sam001- 59 -LRB099 03415 JLS 32029 a

1When a all debts, liabilities, and obligations of the limited
2liability company has been wound up, a statement of termination
3have been paid and discharged or adequate provision has been
4made therefor and all of the remaining property and assets of
5the limited liability company have been distributed to the
6members, articles of dissolution shall be executed in duplicate
7in the manner prescribed in Section 5-45 and shall set forth
8all of the following:
9        (1) The name of the limited liability company; and .
10        (2) A statement that the limited liability company has
11    been terminated. That all debts, obligations, and
12    liabilities of the limited liability company have been paid
13    and discharged or that adequate provision has been made
14    therefor.
15        (3) That all the remaining property and assets of the
16    limited liability company have been distributed among its
17    members in accordance with their respective rights and
18    interests.
19        (4) That there are no suits pending against the company
20    in any court or that adequate provision has been made for
21    the satisfaction of any judgment, order, or decree that may
22    be entered against it in any pending suit.
23(Source: P.A. 87-1062.)
 
24    (805 ILCS 180/35-20)
25    Sec. 35-20. Filing of statement articles of termination

 

 

09900SB0140sam001- 60 -LRB099 03415 JLS 32029 a

1dissolution.
2    (a) Duplicate originals of the statement articles of
3termination dissolution shall be delivered to the Secretary of
4State. If the Secretary of State finds that the statement
5articles of termination conforms dissolution conform to law, he
6or she shall, when all required fees have been paid:
7        (1) endorse on each duplicate original the word "Filed"
8    and the date of the filing thereof; and
9        (2) file one duplicate original in his or her office.
10    (b) A duplicate original of the statement articles of
11termination dissolution shall be returned to the
12representative of the dissolved limited liability company.
13Upon the filing of a statement the articles of termination
14dissolution, the existence of the company shall terminate, and
15its articles of organization shall be deemed cancelled, except
16for the purpose of suits, other proceedings, and appropriate
17action as provided in this Article. The manager or managers or
18member or members at the time of termination, or those that
19remain, shall thereafter be trustee for the members and
20creditors of the terminated company and, in that capacity,
21shall have authority to convey or distribute any company
22property discovered after termination and take any other action
23that may be necessary on behalf of and in the name of the
24terminated company.
25(Source: P.A. 90-424, eff. 1-1-98.)
 

 

 

09900SB0140sam001- 61 -LRB099 03415 JLS 32029 a

1    (805 ILCS 180/35-37 new)
2    Sec. 35-37. Administrative dissolution; limited liability
3company name. The Secretary of State shall not allow another
4limited liability company or corporation to use the name of a
5domestic limited liability company that has been
6administratively dissolved until 3 years have elapsed
7following the date of issuance of the notice of dissolution. If
8the domestic limited liability company that has been
9administratively dissolved is reinstated within 3 years after
10the date of issuance of the notice of dissolution, the domestic
11limited liability company shall continue under its previous
12name unless the limited liability company changes its name upon
13reinstatement.
 
14    (805 ILCS 180/35-45)
15    Sec. 35-45. Events causing member's dissociation. A member
16is dissociated from a limited liability company upon the
17occurrence of any of the following events:
18    (1) The company's having notice of the member's express
19will to withdraw upon the date of notice or on a later date
20specified by the member.
21    (2) An event agreed to in the operating agreement as
22causing the member's dissociation.
23    (3) Upon transfer of all of a member's distributional
24interest, other than a transfer for security purposes or a
25court order charging the member's distributional interest that

 

 

09900SB0140sam001- 62 -LRB099 03415 JLS 32029 a

1has not been foreclosed.
2    (4) The member's expulsion pursuant to the operating
3agreement.
4    (5) The member's expulsion by unanimous vote of the other
5members if:
6        (A) it is unlawful to carry on the company's business
7    with the member;
8        (B) there has been a transfer of substantially all of
9    the member's distributional interest, other than a
10    transfer for security purposes or a court order charging
11    the member's distributional interest that has not been
12    foreclosed;
13        (C) within 90 days after the company notifies a
14    corporate member that it will be expelled because it has
15    filed a certificate of dissolution or the equivalent, its
16    charter has been revoked, or its right to conduct business
17    has been suspended by the jurisdiction of its
18    incorporation, the member fails to obtain a revocation of
19    the certificate of dissolution or a reinstatement of its
20    charter or its right to conduct business; or
21        (D) a partnership or a limited liability company that
22    is a member has been dissolved and its business is being
23    wound up.
24    (6) On application by the company or another member, the
25member's expulsion by judicial determination because the
26member:

 

 

09900SB0140sam001- 63 -LRB099 03415 JLS 32029 a

1        (A) engaged in wrongful conduct that adversely and
2    materially affected the company's business;
3        (B) willfully or persistently committed a material
4breach of the operating agreement or of a duty owed to the
5company or the other members under Section 15-3; or
6        (C) engaged in conduct relating to the company's
7business that makes it not reasonably practicable to carry on
8the business with the member.
9    (7) The member's:
10        (A) becoming a debtor in bankruptcy;
11        (B) executing an assignment for the benefit of
12    creditors;
13        (C) seeking, consenting to, or acquiescing in the
14    appointment of a trustee, receiver, or liquidator of the
15    member or of all or substantially all of the member's
16    property; or
17        (D) failing, within 90 days after the appointment, to
18    have vacated or stayed the appointment of a trustee,
19    receiver, or liquidator of the member or of all or
20    substantially all of the member's property obtained
21    without the member's consent or acquiescence, or failing
22    within 90 days after the expiration of a stay to have the
23    appointment vacated.
24    (8) In the case of a member who is an individual:
25        (A) the member's death;
26        (B) the appointment of a guardian or general

 

 

09900SB0140sam001- 64 -LRB099 03415 JLS 32029 a

1    conservator for the member; or
2        (C) a judicial determination that the member has
3    otherwise become incapable of performing the member's
4    duties under the operating agreement.
5    (9) In the case of a member that is a trust or is acting as
6a member by virtue of being a trustee of a trust, distribution
7of the trust's entire rights to receive distributions from the
8company, but not merely by reason of the substitution of a
9successor trustee.
10    (10) In the case of a member that is an estate or is acting
11as a member by virtue of being a personal representative of an
12estate, distribution of the estate's entire rights to receive
13distributions from the company, but not merely the substitution
14of a successor personal representative.
15    (11) Termination of the existence of a member if the member
16is not an individual, estate, or trust other than a business
17trust.
18    (12) In the case of a company that participates in a merger
19under Article 37, if:
20        (A) the company is not the surviving entity; or
21        (B) otherwise as a result of the merger, the person
22    ceases to be a member.
23    (13) The company participates in a conversion under Article
2437.
25    (14) The company participates in a domestication under
26Article 37, if, as a result the person ceases to be a member.

 

 

09900SB0140sam001- 65 -LRB099 03415 JLS 32029 a

1(Source: P.A. 90-424, eff. 1-1-98.)
 
2    (805 ILCS 180/35-55)
3    Sec. 35-55. Effect of member's dissociation.
4    (a) Upon a member's dissociation the company must cause the
5dissociated member's distributional interest to be purchased
6under Section 35-60. (b) Upon a member's dissociation from a
7limited liability company:
8        (1) the member's right to participate in the management
9    and conduct of the company's business terminates, except as
10    otherwise provided in Section 35-4, and the member ceases
11    to be a member and is treated the same as a transferee of a
12    member;
13        (2) the member's fiduciary duties terminate, except as
14    provided in subdivision (3) of this subsection (a) (b); and
15        (3) the member's duty of loyalty under subdivisions (1)
16    and (2) of subsection (b) of Section 15-3 and duty of care
17    under subsection (c) of Section 15-3 continue only with
18    regard to matters arising and events occurring before the
19    member's dissociation, unless the member participates in
20    winding up the company's business pursuant to Section 35-4;
21    and .
22        (4) subject to Section 30-25 and Article 37, any
23    distributional interest owned by the person immediately
24    before dissociation in the person's capacity as a member is
25    owned by the person solely as a transferee.

 

 

09900SB0140sam001- 66 -LRB099 03415 JLS 32029 a

1    (b) A person's dissociation as a member of a limited
2liability company does not of itself discharge the person from
3any debt, obligation, or other liability to the company or the
4other members which the person incurred while a member.
5(Source: P.A. 90-424, eff. 1-1-98.)
 
6    (805 ILCS 180/Art. 37 heading)
7
Article 37. Conversions, domestications, mergers, and series
8(Source: P.A. 97-839, eff. 7-20-12.)
 
9    (805 ILCS 180/37-5)
10    Sec. 37-5. Definitions. In this Article:
11    "Constituent limited liability company" means a
12constituent organization that is a limited liability company.
13    "Constituent organization" means an organization that is
14party to a merger.
15    "Converted organization" means the organization into which
16a converting organization converts pursuant to Sections 37-10
17through 37-17.
18    "Converting limited liability company" means a converting
19organization that is a limited liability company.
20    "Converting organization" means an organization that
21converts into another organization pursuant to Sections 37-10
22through 37-17.
23    "Domesticated company" means the company that exists after
24a domesticating foreign limited liability company or limited

 

 

09900SB0140sam001- 67 -LRB099 03415 JLS 32029 a

1liability company effects a domestication pursuant to Sections
237-31 through 37-34.
3    "Domesticating company" means the company that effects a
4domestication pursuant to Sections 37-31 through 37-34.
5    "Governing statute" means the statute that governs an
6organization's internal affairs.
7    "Organization" means a general partnership, including a
8limited liability partnership, limited partnership, including
9a limited liability limited partnership, limited liability
10company, business trust, corporation, or any other person
11having a governing statute. The term includes a domestic or
12foreign organization regardless of whether organized for
13profit.
14    "Organizational document" means:
15        (1) for a domestic or foreign general partnership, its
16    partnership agreement;
17        (2) for a limited partnership or foreign limited
18    partnership, its certificate of limited partnership and
19    partnership agreement;
20        (3) for a domestic or foreign limited liability
21    company, its certificate or articles of organization and
22    operating agreement, or comparable records as provided in
23    its governing statute;
24        (4) for a business trust, its agreement of trust and
25    declaration of trust;
26        (5) for a domestic or foreign corporation for profit,

 

 

09900SB0140sam001- 68 -LRB099 03415 JLS 32029 a

1    its articles of incorporation, bylaws, and any agreements
2    among its shareholders which are authorized by its
3    governing statute, or comparable records as provided in its
4    governing statute; and
5        (6) for any other organization, the basic records that
6    create the organization and determine its internal
7    governance and the relations among the persons that own it,
8    have an interest in it, or are members of it.
9    "Personal liability" means liability for a debt,
10obligation, or other liability of an organization which is
11imposed on a person that co-owns, has an interest in, or is a
12member of the organization:
13        (1) by the governing statute solely by reason of the
14    person co-owning, having an interest in, or being a member
15    of the organization; or
16        (2) by the organization's organizational documents
17    under a provision of the governing statute authorizing
18    those documents to make one or more specified persons
19    liable for all or specified debts, obligations, or other
20    liabilities of the organization solely by reason of the
21    person or persons co-owning, having an interest in, or
22    being a member of the organization.
23    "Surviving organization" means an organization into which
24one or more other organizations are merged whether the
25organization preexisted the merger or was created by the
26merger.

 

 

09900SB0140sam001- 69 -LRB099 03415 JLS 32029 a

1    "Corporation" means (i) a corporation under the Business
2Corporation Act of 1983, a predecessor law, or comparable law
3of another jurisdiction or (ii) a bank or savings bank.
4    "General partner" means a partner in a partnership and a
5general partner in a limited partnership.
6    "Limited partner" means a limited partner in a limited
7partnership.
8    "Limited partnership" means a limited partnership created
9under the Uniform Limited Partnership Act (2001), a predecessor
10law, or comparable law of another jurisdiction.
11    "Partner" includes a general partner and a limited partner.
12    "Partnership" means a general partnership under the
13Uniform Partnership Act (1997), a predecessor law, or
14comparable law of another jurisdiction.
15    "Partnership agreement" means an agreement among the
16partners concerning the partnership or limited partnership.
17    "Shareholder" means a shareholder in a corporation.
18(Source: P.A. 96-328, eff. 8-11-09.)
 
19    (805 ILCS 180/37-10)
20    Sec. 37-10. Conversion of partnership or limited
21partnership to limited liability company.
22    (a) An organization other than a limited liability company
23or a foreign limited liability company may convert to a limited
24liability company, and a limited liability company may convert
25to an organization other than a foreign limited liability

 

 

09900SB0140sam001- 70 -LRB099 03415 JLS 32029 a

1company pursuant to this Section, Sections 37-15 through 37-17,
2and a plan of conversion, if:
3        (1) the other organization's governing statute
4    authorizes the conversion;
5        (2) the conversion is not prohibited by the law of the
6    jurisdiction that enacted the other organization's
7    governing statute; and
8        (3) the other organization complies with its governing
9    statute in effecting the conversion.
10    (b) A plan of conversion must be in a record and must
11include:
12        (1) the name and form of the organization before
13    conversion;
14        (2) the name and form of the organization after
15    conversion;
16        (3) the terms and conditions of the conversion,
17    including the manner and basis for converting interests in
18    the converting organization into any combination of money,
19    interests in the converted organization, and other
20    consideration; and
21        (4) the organizational documents of the converted
22    organization that are, or are proposed to be, in a record.
23    A partnership or limited partnership may be converted to a
24    limited liability company pursuant to this Section if
25    conversion to a limited liability company is permitted
26    under the law governing the partnership or limited

 

 

09900SB0140sam001- 71 -LRB099 03415 JLS 32029 a

1    partnership.
2    (b) The terms and conditions of a conversion of a
3partnership or limited partnership to a limited liability
4company must be approved by all of the partners or by a number
5or percentage of the partners required for conversion in the
6partnership agreement.
7    (c) An agreement of conversion must set forth the terms and
8conditions of the conversion of the interests of partners of a
9partnership or of a limited partnership, as the case may be,
10into interests in the converted limited liability company or
11the cash or other consideration to be paid or delivered as a
12result of the conversion of the interests of the partners, or a
13combination thereof.
14    (d) After a conversion is approved under subsection (b) of
15this Section, the partnership or limited partnership shall file
16articles of organization in the office of the Secretary of
17State that satisfy the requirements of Section 5-5 and contain
18all of the following:
19        (1) A statement that the partnership or limited
20    partnership was converted to a limited liability company
21    from a partnership or limited partnership, as the case may
22    be.
23        (2) Its former name.
24        (3) A statement of the number of votes cast by the
25    partners entitled to vote for and against the conversion
26    and, if the vote is less than unanimous, the number or

 

 

09900SB0140sam001- 72 -LRB099 03415 JLS 32029 a

1    percentage required to approve the conversion under
2    subsection (b) of this Section.
3        (4) In the case of a limited partnership, a statement
4    that the certificate of limited partnership shall be
5    canceled as of the date the conversion took effect.
6    (e) In the case of a limited partnership, the filing of
7articles of organization under subsection (d) of this Section
8cancels its certificate of limited partnership as of the date
9the conversion took effect.
10    (f) A conversion takes effect when the articles of
11organization are filed in the office of the Secretary of State
12or on a date specified in the articles of organization not
13later than 30 days subsequent to the filing of the articles of
14organization.
15    (g) A general partner who becomes a member of a limited
16liability company as a result of a conversion remains liable as
17a partner for an obligation incurred by the partnership or
18limited partnership before the conversion takes effect.
19    (h) A general partner's liability for all obligations of
20the limited liability company incurred after the conversion
21takes effect is that of a member of the company. A limited
22partner who becomes a member as a result of a conversion
23remains liable only to the extent the limited partner was
24liable for an obligation incurred by the limited partnership
25before the conversion takes effect.
26(Source: P.A. 90-424, eff. 1-1-98.)
 

 

 

09900SB0140sam001- 73 -LRB099 03415 JLS 32029 a

1    (805 ILCS 180/37-15)
2    Sec. 37-15. Effect of conversion; entity unchanged.
3    (a) An organization A partnership or limited partnership
4that has been converted pursuant to Sections 37-10 through
537-17 under this Article is for all purposes the same entity
6that existed before the conversion.
7    (b) When a conversion takes effect:
8        (1) all property owned by the converting organization
9    remains vested in the converted organization partnership
10    or limited partnership vests in the limited liability
11    company;
12        (2) all debts, liabilities, and other obligations, or
13    other liabilities of the converting organization
14    partnership or limited partnership continue as debts,
15    obligations, or other liabilities of the converted
16    organization limited liability company;
17        (3) an action or proceeding pending by or against the
18    converting organization partnership or limited partnership
19    may be continued as if the conversion had not occurred;
20        (4) except as prohibited by other law other than
21    Article 37, all of the rights, privileges, immunities,
22    powers, and purposes of the converting organization remain
23    vested in the converted organization partnership or
24    limited partnership vest in the limited liability company;
25    and

 

 

09900SB0140sam001- 74 -LRB099 03415 JLS 32029 a

1        (5) except as otherwise provided in the plan of
2    conversion, the terms and conditions of the plan of
3    conversion take effect; and
4        (6) except as otherwise agreed, the conversion does not
5    dissolve a converting limited liability company for the
6    purposes of Article 35.
7    (c) A converted organization that is a foreign organization
8consents to the jurisdiction of the courts of this State to
9enforce any debt, obligation, or other liability for which the
10converting limited liability company is liable if, before the
11conversion, the converting limited liability company was
12subject to suit in this State on the debt, obligation, or other
13liability. A converted organization that is a foreign
14organization and not authorized to transact business in this
15State appoints the Secretary of State as its agent for service
16of process for purposes of enforcing a debt, obligation, or
17other liability under this subsection. Service on the Secretary
18of State under this subsection must be made in the same manner
19and has the same consequences as in subsections (b) and (c) of
20Section 1-50. agreement of conversion under Section 37-10, all
21of the partners of the converting partnership continue as
22members of the limited liability company.
23(Source: P.A. 90-424, eff. 1-1-98.)
 
24    (805 ILCS 180/37-16 new)
25    Sec. 37-16. Action on plan of conversion by converting

 

 

09900SB0140sam001- 75 -LRB099 03415 JLS 32029 a

1limited liability company.
2    (a) Subject to Section 37-36, a plan of conversion must be
3consented to by all the members of a converting limited
4liability company.
5    (b) Subject to Section 37-36 and any contractual rights,
6after a conversion is approved, and at any time before a filing
7is made under Section 37-17, a converting limited liability
8company may amend the plan or abandon the conversion:
9        (1) as provided in the plan; or
10        (2) except as otherwise prohibited in the plan, by the
11    same consent as was required to approve the plan.
 
12    (805 ILCS 180/37-17 new)
13    Sec. 37-17. Filings required for conversion; effective
14date.
15    (a) After a plan of conversion is approved:
16        (1) a converting limited liability company shall
17    deliver to the Secretary of State for filing articles of
18    conversion, which must be executed as provided in Section
19    5-45 and must include:
20            (A) a statement that the limited liability company
21        has been converted into another organization;
22            (B) the name and form of the organization and the
23        jurisdiction of its governing statute;
24            (C) the date the conversion is effective under the
25        governing statute of the converted organization;

 

 

09900SB0140sam001- 76 -LRB099 03415 JLS 32029 a

1            (D) a statement that the conversion was approved as
2        required by this Act;
3            (E) a statement that the conversion was approved as
4        required by the governing statute of the converted
5        organization; and
6            (F) if the converted organization is a foreign
7        organization not authorized to transact business in
8        this State, the street and mailing addresses of an
9        office which the Secretary of State may use for the
10        purposes of subsection (c) of Section 37-15; and
11        (2) if the converting organization is not a converting
12    limited liability company, the converting organization
13    shall deliver to the Secretary of State for filing,
14    articles of organization, which must include, in addition
15    to the information required by Section 5-5:
16            (A) a statement that the converted organization
17        was converted from another organization;
18            (B) the name and form of the converting
19        organization and the jurisdiction of its governing
20        statute; and
21            (C) a statement that the conversion was approved in
22        a manner that complied with the converting
23        organization's governing statute.
24    (b) A conversion becomes effective:
25        (1) if the converted organization is a limited
26    liability company, when the articles of organization take

 

 

09900SB0140sam001- 77 -LRB099 03415 JLS 32029 a

1    effect; and
2        (2) if the converted organization is not a limited
3    liability company, as provided by the governing statute of
4    the converted organization.
 
5    (805 ILCS 180/37-20)
6    Sec. 37-20. Merger of entities.
7    (a) A Pursuant to a plan of merger approved under
8subsection (c) of this Section, a limited liability company may
9merge be merged with one or more other constituent
10organizations pursuant to this Section, Sections 37-21 through
1137-30, and a plan of merger, if:
12        (1) the governing statute of each of the other
13    organizations authorizes the merger;
14        (2) the merger is not prohibited by the law of a
15    jurisdiction that enacted any of the governing statutes;
16    and
17        (3) each of the other organizations complies with its
18    governing statute in effecting the merger. or into one or
19    more limited liability companies, foreign limited
20    liability companies, corporations, foreign corporations,
21    partnerships, foreign partnerships, limited partnerships,
22    foreign limited partnerships, or other domestic or foreign
23    entities if merger with or into a limited liability company
24    is permitted under the law governing the domestic or
25    foreign entity.

 

 

09900SB0140sam001- 78 -LRB099 03415 JLS 32029 a

1    (b) A plan of merger must be in a record and must include
2set forth all of the following:
3        (1) the The name and form of each constituent
4    organization; entity that is a party to the merger.
5        (2) the The name and form of the surviving organization
6    and, if the surviving organization is to be created by the
7    merger, a statement to that effect; entity into which the
8    other entities will merge.
9        (3) The type of organization of the surviving entity.
10        (3) the (4) The terms and conditions of the merger,
11    including the . (5) The manner and basis for converting the
12    interests in each constituent organization into any
13    combination of money, shares, obligations, or other
14    securities of each party to the merger into interests in ,
15    shares, obligations, or other securities of the surviving
16    organization, and other consideration; entity, or into
17    money or other property in whole or in part.
18        (4) if the surviving organization is to be created by
19    the merger, the surviving organization's organizational
20    documents that are proposed to be in a record; and
21        (5) if the surviving organization is not to be created
22    by the merger, any amendments to be made by the merger to
23    the surviving organization's organizational documents that
24    are, or are proposed to be, in a record.
25        (6) The street address of the surviving entity's
26    principal place of business.

 

 

09900SB0140sam001- 79 -LRB099 03415 JLS 32029 a

1    (c) A plan of merger must be approved:
2        (1) in the case of a limited liability company that is
3    a party to the merger, by all of the members or by a number
4    or percentage of members specified in the operating
5    agreement;
6        (2) in the case of a foreign limited liability company
7    that is a party to the merger, by the vote required for
8    approval of a merger by the law of the state or foreign
9    jurisdiction in which the foreign limited liability
10    company is organized;
11        (3) in the case of a partnership or domestic limited
12    partnership that is a party to the merger, by the vote
13    required for approval of a conversion under Section
14    37-5(b); and
15        (4) in the case of any other entities that are parties
16    to the merger, by the vote required for approval of a
17    merger by the law of this State or of the state or foreign
18    jurisdiction in which the entity is organized and, in the
19    absence of such a requirement, by all the owners of
20    interests in the entity.
21    (d) After a plan of merger is approved and before the
22merger takes effect, the plan may be amended or abandoned as
23provided in the plan.
24    (e) The merger is effective upon the filing of the articles
25of merger with the Secretary of State, or a later date as
26specified in the articles of merger not later than 30 days

 

 

09900SB0140sam001- 80 -LRB099 03415 JLS 32029 a

1subsequent to the filing of the plan of merger under Section
237-25.
3(Source: P.A. 90-424, eff. 1-1-98.)
 
4    (805 ILCS 180/37-21 new)
5    Sec. 37-21. Action on plan of merger by constituent limited
6liability company.
7    (a) Subject to Section 37-36, a plan of merger must be
8consented to by all the members of a constituent limited
9liability company.
10    (b) Subject to Section 37-36 and any contractual rights,
11after a merger is approved and at any time before articles of
12merger are delivered to the Secretary of State for filing under
13Section 37-25, a constituent limited liability company may
14amend the plan or abandon the merger:
15        (1) as provided in the plan; or
16        (2) except as otherwise prohibited in the plan, with
17    the same consent as was required to approve the plan.
 
18    (805 ILCS 180/37-25)
19    Sec. 37-25. Articles of merger.
20    (a) After each constituent organization has approved a
21approval of the plan of merger under Section 37-20, unless the
22merger is abandoned under subsection (d) of Section 37-20,
23articles of merger must be signed on behalf of:
24        (1) each constituent limited liability company as

 

 

09900SB0140sam001- 81 -LRB099 03415 JLS 32029 a

1    provided in Section 5-45; and
2        (2) each other constituent organization, as provided
3    in its governing statute and other entity that is a party
4    to the merger and delivered to the Secretary of State for
5    filing.
6    (b) Articles of merger under this Section The articles must
7include set forth all of the following:
8        (1) the The name and form of each constituent
9    organization and the jurisdiction of its governing
10    statute; formation or organization of each of the limited
11    liability companies and other entities that are parties to
12    the merger.
13        (2) For each limited liability company that is to
14    merge, the date its articles of organization were filed
15    with the Secretary of State.
16        (3) That a plan of merger has been approved and signed
17    by each limited liability company and other entity that is
18    to merge and, if a corporation is a party to the merger, a
19    copy of the plan as approved by the corporation shall be
20    attached to the articles.
21        (2) the (4) The name and form address of the surviving
22    organization, the jurisdiction of its governing statute
23    and, if the surviving organization is created by the
24    merger, a statement to that effect; limited liability
25    company or other surviving entity.
26        (3) the (5) The effective date of the merger is

 

 

09900SB0140sam001- 82 -LRB099 03415 JLS 32029 a

1    effective under the governing statute of the surviving
2    organization; .
3        (4) if the surviving organization is to be created by
4    the merger:
5            (A) if it will be a limited liability company, the
6        company's articles of organization; or
7            (B) if it will be an organization other than a
8        limited liability company, the organizational document
9        that creates the organization that is in a public
10        record;
11        (5) if the surviving organization preexists the
12    merger, any amendments provided for in the plan of merger
13    for the organizational document that created the
14    organization that are in a public record;
15        (6) a statement as to each constituent organization
16    that the merger was approved as required by the
17    organization's governing statute;
18        (7) if the surviving organization is a foreign
19    organization not authorized to transact business in this
20    State, the street and mailing addresses of an office the
21    Secretary of State may use for the purposes of subsection
22    (b) of Section 37-30; and
23        (8) any additional information required by the
24    governing statute of any constituent organization.
25    (c) Each constituent limited liability company shall
26deliver the articles of merger for filing to the Secretary of

 

 

09900SB0140sam001- 83 -LRB099 03415 JLS 32029 a

1State.
2    (d) A merger becomes effective:
3        (1) if the surviving organization is a limited
4    liability company, upon the later of:
5            (A) compliance with subsection (c); or
6            (B) subject to Section 5-40, as specified in the
7        articles of merger; or
8        (2) if the surviving organization is not a limited
9    liability company, as provided by the governing statute of
10    the surviving organization.
11        (6) If a limited liability company is the surviving
12    entity, any changes in its articles of organization that
13    are necessary by reason of the merger.
14        (7) If a party to a merger is a foreign limited
15    liability company, the jurisdiction and date of filing of
16    its initial articles of organization and the date when its
17    application for authority was filed by the Secretary of
18    State or, if an application has not been filed, a statement
19    to that effect.
20        (8) If the surviving entity is not a limited liability
21    company, an agreement that the surviving entity may be
22    served with process in this State and is subject to
23    liability in any action or proceeding for the enforcement
24    of any liability or obligation of any limited liability
25    company previously subject to suit in this State which is
26    to merge, and for the enforcement, as provided in this Act,

 

 

09900SB0140sam001- 84 -LRB099 03415 JLS 32029 a

1    of the right of members of any limited liability company to
2    receive payment for their interest against the surviving
3    entity.
4    (b) If a foreign limited liability company is the surviving
5entity of a merger, it may not do business in this State until
6an application for that authority is filed with the Secretary
7of State.
8    (c) The surviving limited liability company or other entity
9shall furnish a copy of the plan of merger, on request and
10without cost, to any member of any limited liability company or
11any person holding an interest in any other entity that is to
12merge.
13    (d) To the extent the articles of merger are inconsistent
14with the limited liability company's articles of organization,
15the articles of merger shall operate as an amendment to the
16company's articles of organization.
17(Source: P.A. 90-424, eff. 1-1-98.)
 
18    (805 ILCS 180/37-30)
19    Sec. 37-30. Effect of merger.
20    (a) When a merger becomes effective takes effect:
21        (1) the surviving organization continues or comes into
22    existence;
23        (2) each constituent organization that merges into the
24    surviving organization ceases to exist as a separate
25    entity;

 

 

09900SB0140sam001- 85 -LRB099 03415 JLS 32029 a

1        (3) all property owned by each constituent
2    organization that ceases to exist vests in the surviving
3    organization;
4        (4) all debts, obligations, or other liabilities of
5    each constituent organization that ceases to exist
6    continue as debts, obligations, or other liabilities of the
7    surviving organization;
8        (5) an action or proceeding pending by or against any
9    constituent organization that ceases to exist may be
10    continued as if the merger had not occurred;
11        (6) except as prohibited by other law, all of the
12    rights, privileges, immunities, powers, and purposes of
13    each constituent organization that ceases to exist vest in
14    the surviving organization;
15        (7) except as otherwise provided in the plan of merger,
16    the terms and conditions of the plan of merger take effect;
17        (8) except as otherwise agreed, if a constituent
18    limited liability company ceases to exist, the merger does
19    not dissolve the limited liability company for the purposes
20    of Article 35;
21        (9) if the surviving organization is created by the
22    merger:
23            (A) if it is a limited liability company, the
24        articles of organization become effective; or
25            (B) if it is an organization other than a limited
26        liability company, the organizational document that

 

 

09900SB0140sam001- 86 -LRB099 03415 JLS 32029 a

1        creates the organization becomes effective; and
2        (10) if the surviving organization preexisted the
3    merger, any amendments provided for in the articles of
4    merger for the organizational document that created the
5    organization become effective.
6    (b) A surviving organization that is a foreign organization
7consents to the jurisdiction of the courts of this State to
8enforce any debt, obligation, or other liability owed by a
9constituent organization, if before the merger the constituent
10organization was subject to suit in this State on the debt,
11obligation, or other liability. A surviving organization that
12is a foreign organization and not authorized to transact
13business in this State appoints the Secretary of State as its
14agent for service of process for the purposes of enforcing a
15debt, obligation, or other liability under this subsection.
16Service on the Secretary of State under this subsection must be
17made in the same manner and has the same consequences as in
18subsections (b) and (c) of Section 1-50.
19        (1) the separate existence of each limited liability
20    company and other entity that is a party to the merger,
21    other than the surviving entity, terminates;
22        (2) all property owned by each of the limited liability
23    companies and other entities that are party to the merger
24    vests in the surviving entity;
25        (3) all debts, liabilities, and other obligations of
26    each limited liability company and other entity that is

 

 

09900SB0140sam001- 87 -LRB099 03415 JLS 32029 a

1    party to the merger become the obligations of the surviving
2    entity;
3        (4) an action or proceeding pending by or against a
4    limited liability company or other party to a merger may be
5    continued as if the merger had not occurred or the
6    surviving entity may be substituted as a party to the
7    action or proceeding; and
8        (5) except as prohibited by other law, all the rights,
9    privileges, immunities, powers, and purposes of every
10    limited liability company and other entity that is a party
11    to a merger vest in the surviving entity.
12    (b) The Secretary of State is an agent for service of
13process in an action or proceeding against the surviving
14foreign entity to enforce an obligation of any party to a
15merger if the surviving foreign entity fails to appoint or
16maintain an agent designated for service of process in this
17State or the agent for service of process cannot with
18reasonable diligence be found at the designated office. Service
19is effected under this subsection (b) at the earliest of:
20        (1) the date the company receives the process, notice,
21    or demand;
22        (2) the date shown on the return receipt, if signed on
23    behalf of the company; or
24        (3) 5 days after its deposit in the mail, if mailed
25    postpaid and correctly addressed.
26    (c) Service under subsection (b) of this Section shall be

 

 

09900SB0140sam001- 88 -LRB099 03415 JLS 32029 a

1made by the person instituting the action by doing all of the
2following:
3        (1) Serving on the Secretary of State, or on any
4    employee having responsibility for administering this Act,
5    a copy of the process, notice, or demand, together with any
6    papers required by law to be delivered in connection with
7    service and paying the fee prescribed by Article 50 of this
8    Act.
9        (2) Transmitting notice of the service on the Secretary
10    of State and a copy of the process, notice, or demand and
11    accompanying papers to the surviving entity being served,
12    by registered or certified mail at the address set forth in
13    the articles of merger.
14        (3) Attaching an affidavit of compliance with this
15    Section, in substantially the form that the Secretary of
16    State may by rule prescribe, to the process, notice, or
17    demand.
18    (d) Nothing contained in this Section shall limit or affect
19the right to serve any process, notice, or demand required or
20permitted by law to be served upon a limited liability company
21in any other manner now or hereafter permitted by law.
22    (e) A member of the surviving limited liability company is
23liable for all obligations of a party to the merger for which
24the member was personally liable before the merger.
25    (f) Unless otherwise agreed, a merger of a limited
26liability company that is not the surviving entity in the

 

 

09900SB0140sam001- 89 -LRB099 03415 JLS 32029 a

1merger does not require the limited liability company to wind
2up its business under this Act or pay its liabilities and
3distribute its assets under this Act.
4(Source: P.A. 90-424, eff. 1-1-98.)
 
5    (805 ILCS 180/37-31 new)
6    Sec. 37-31. Domestication.
7    (a) A foreign limited liability company may become a
8limited liability company pursuant to this Section, Sections
937-32, 37-33, and 37-34, and a plan of domestication, if:
10        (1) the foreign limited liability company's governing
11    statute authorizes the domestication;
12        (2) the domestication is not prohibited by the law of
13    the jurisdiction that enacted the governing statute; and
14        (3) the foreign limited liability company complies
15    with its governing statute in effecting the domestication.
16    (b) A limited liability company may become a foreign
17limited liability company pursuant to this Section, Sections
1837-32, 37-33, and 37-34, and a plan of domestication, if:
19        (1) the foreign limited liability company's governing
20    statute authorizes the domestication;
21        (2) the domestication is not prohibited by the law of
22    the jurisdiction that enacted the governing statute; and
23        (3) the foreign limited liability company complies
24    with its governing statute in effecting the domestication.
25    (c) A plan of domestication must be in a record and must

 

 

09900SB0140sam001- 90 -LRB099 03415 JLS 32029 a

1include:
2        (1) the name of the domesticating company before
3    domestication and the jurisdiction of its governing
4    statute;
5        (2) the name of the domesticated company after
6    domestication and the jurisdiction of its governing
7    statute;
8        (3) the terms and conditions of the domestication,
9    including the manner and basis for converting interests in
10    the domesticating company into any combination of money,
11    interests in the domesticated company, and other
12    consideration; and
13        (4) the organizational documents of the domesticated
14    company that are, or are proposed to be, in a record.
 
15    (805 ILCS 180/37-32 new)
16    Sec. 37-32. Action on plan of domestication by
17domesticating limited liability company.
18    (a) A plan of domestication must be consented to:
19        (1) by all the members, subject to Section 37-36, if
20    the domesticating company is a limited liability company;
21    and
22        (2) as provided in the domesticating company's
23    governing statute, if the company is a foreign limited
24    liability company.
25    (b) Subject to any contractual rights, after a

 

 

09900SB0140sam001- 91 -LRB099 03415 JLS 32029 a

1domestication is approved, and at any time before articles of
2domestication are delivered to the Secretary of State for
3filing under Section 37-33, a domesticating limited liability
4company may amend the plan or abandon the domestication:
5        (1) as provided in the plan; or
6        (2) except as otherwise prohibited in the plan, by the
7    same consent as was required to approve the plan.
 
8    (805 ILCS 180/37-33 new)
9    Sec. 37-33. Filings required for domestication; effective
10date.
11    (a) After a plan of domestication is approved, a
12domesticating company shall deliver to the Secretary of State
13for filing articles of domestication, which must include:
14        (1) a statement, as the case may be, that the company
15    has been domesticated from or into another jurisdiction;
16        (2) the name of the domesticating company and the
17    jurisdiction of its governing statute;
18        (3) the name of the domesticated company and the
19    jurisdiction of its governing statute;
20        (4) the date the domestication is effective under the
21    governing statute of the domesticated company;
22        (5) if the domesticating company was a limited
23    liability company, a statement that the domestication was
24    approved as required by this Act;
25        (6) if the domesticating company was a foreign limited

 

 

09900SB0140sam001- 92 -LRB099 03415 JLS 32029 a

1    liability company, a statement that the domestication was
2    approved as required by the governing statute of the other
3    jurisdiction;
4        (7) if the domesticated company was a foreign limited
5    liability company not authorized to transact business in
6    this State, the street and mailing addresses of an office
7    that the Secretary of State may use for the purposes of
8    subsection (b) of Section 37-34; and
9        (8) if the domesticated company was a foreign limited
10    liability company, the company's articles of organization.
11    (b) A domestication becomes effective:
12        (1) when the articles of organization take effect, if
13    the domesticated company is a limited liability company;
14    and
15        (2) according to the governing statute of the
16    domesticated company, if the domesticated organization is
17    a foreign limited liability company.
 
18    (805 ILCS 180/37-34 new)
19    Sec. 37-34. Effect of domestication.
20    (a) When a domestication takes effect:
21        (1) the domesticated company is for all purposes the
22    company that existed before the domestication;
23        (2) all property owned by the domesticating company
24    remains vested in the domesticated company;
25        (3) all debts, obligations, or other liabilities of the

 

 

09900SB0140sam001- 93 -LRB099 03415 JLS 32029 a

1    domesticating company continue as debts, obligations, or
2    other liabilities of the domesticated company;
3        (4) an action or proceeding pending by or against a
4    domesticating company may be continued as if the
5    domestication had not occurred;
6        (5) except as prohibited by other law, all of the
7    rights, privileges, immunities, powers, and purposes of
8    the domesticating company remain vested in the
9    domesticated company;
10        (6) except as otherwise provided in the plan of
11    domestication, the terms and conditions of the plan of
12    domestication take effect; and
13        (7) except as otherwise agreed, the domestication does
14    not dissolve a domesticating limited liability company for
15    the purposes of Article 35.
16    (b) A domesticated company that is a foreign limited
17liability company consents to the jurisdiction of the courts of
18this State to enforce any debt, obligation, or other liability
19owed by the domesticating company, if, before the
20domestication, the domesticating company was subject to suit in
21this State on the debt, obligation, or other liability. A
22domesticated company that is a foreign limited liability
23company and not authorized to transact business in this State
24appoints the Secretary of State as its agent for service of
25process for purposes of enforcing a debt, obligation, or other
26liability under this subsection. Service on the Secretary of

 

 

09900SB0140sam001- 94 -LRB099 03415 JLS 32029 a

1State under this subsection must be made in the same manner and
2has the same consequences as in subsections (b) and (c) of
3Section 1-50.
4    (c) If a limited liability company has adopted and approved
5a plan of domestication under Section 37-32 providing for the
6company to be domesticated in a foreign jurisdiction, a
7statement surrendering the company's articles of organization
8must be delivered to the Secretary of State for filing setting
9forth:
10        (1) the name of the company;
11        (2) a statement that the articles of organization are
12    being surrendered in connection with the domestication of
13    the company in a foreign jurisdiction;
14        (3) a statement that the domestication was approved as
15    required by this Act; and
16        (4) the jurisdiction of formation of the domesticated
17    foreign limited liability company.
 
18    (805 ILCS 180/37-36 new)
19    Sec. 37-36. Restrictions on approval of mergers and
20conversions.
21    (a) If a member of a merging or converting limited
22liability company will have personal liability with respect to
23a surviving or converted organization, approval or amendment of
24a plan of merger or conversion is ineffective without the
25consent of the member, unless:

 

 

09900SB0140sam001- 95 -LRB099 03415 JLS 32029 a

1        (1) the company's operating agreement provides for
2    approval of a merger or conversion with the consent of
3    fewer than all the members; and
4        (2) the member has consented to the provision of the
5    operating agreement.
6    (b) A member does not give the consent required by
7subsection (a) merely by consenting to a provision of the
8operating agreement that permits the operating agreement to be
9amended with the consent of fewer than all the members.
 
10    (805 ILCS 180/37-40)
11    Sec. 37-40. Series of members, managers or limited
12liability company interests.
13    (a) An operating agreement may establish or provide for the
14establishment of designated series of members, managers or
15limited liability company interests having separate rights,
16powers or duties with respect to specified property or
17obligations of the limited liability company or profits and
18losses associated with specified property or obligations, and
19to the extent provided in the operating agreement, any such
20series may have a separate business purpose or investment
21objective.
22    (b) Notwithstanding anything to the contrary set forth in
23this Section or under other applicable law, in the event that
24an operating agreement creates one or more series, and if
25separate and distinct records are maintained for any such

 

 

09900SB0140sam001- 96 -LRB099 03415 JLS 32029 a

1series and the assets associated with any such series are held
2(directly or indirectly, including through a nominee or
3otherwise) and accounted for separately from the other assets
4of the limited liability company, or any other series thereof,
5and if the operating agreement so provides, and notice of the
6limitation on liabilities of a series as referenced in this
7subsection is set forth in the articles of organization of the
8limited liability company and if the limited liability company
9has filed a certificate of designation for each series which is
10to have limited liability under this Section, then the debts,
11liabilities and obligation obligations incurred, contracted
12for or otherwise existing with respect to a particular series
13shall be enforceable against the assets of such series only,
14and not against the assets of the limited liability company
15generally or any other series thereof, and unless otherwise
16provided in the operating agreement, none of the debts,
17liabilities, obligations and expenses incurred, contracted for
18or otherwise existing with respect to the limited liability
19company generally or any other series thereof shall be
20enforceable against the assets of such series. The fact that
21the articles of organization contain the foregoing notice of
22the limitation on liabilities of a series and a certificate of
23designation for a series is on file in the Office of the
24Secretary of State shall constitute notice of such limitation
25on liabilities of a series. A series with limited liability
26shall be treated as a separate entity to the extent set forth

 

 

09900SB0140sam001- 97 -LRB099 03415 JLS 32029 a

1in the articles of organization. Each series with limited
2liability may, in its own name, contract, hold title to assets,
3grant security interests, sue and be sued and otherwise conduct
4business and exercise the powers of a limited liability company
5under this Act. The limited liability company and any of its
6series may elect to consolidate their operations as a single
7taxpayer to the extent permitted under applicable law, elect to
8work cooperatively, elect to contract jointly or elect to be
9treated as a single business for purposes of qualification to
10do business in this or any other state. Such elections shall
11not affect the limitation of liability set forth in this
12Section except to the extent that the series have specifically
13accepted joint liability by contract.
14    (c) Except in the case of a foreign limited liability
15company that has adopted an assumed name pursuant to Section
1645-15, the name of the series with limited liability must
17commence with the entire name of the limited liability company,
18as set forth in its articles of incorporation, and be
19distinguishable from the names of the other series set forth in
20the articles of organization. In the case of a foreign limited
21liability company that has adopted an assumed name pursuant to
22Section 45-15, the name of the series with limited liability
23must commence with the entire name, as set forth in the foreign
24limited liability company's assumed name application, under
25which the foreign limited liability company has been admitted
26to transact business in this State.

 

 

09900SB0140sam001- 98 -LRB099 03415 JLS 32029 a

1    (d) Upon the filing of the certificate of designation with
2the Secretary of State setting forth the name of each series
3with limited liability, the series' existence shall begin, and
4each of the duplicate copies stamped "Filed" and marked with
5the filing date shall be conclusive evidence, except as against
6the State, that all conditions precedent required to be
7performed have been complied with and that the series has been
8or shall be legally organized and formed under this Act. If
9different from the limited liability company, the certificate
10of designation for each series shall list the name and business
11address of all names of the members if the series is member
12managed or the names of the managers and any member having the
13authority of a if the series is manager managed. The name of a
14series with limited liability under subsection (b) of this
15Section may be changed by filing with the Secretary of State a
16certificate of designation identifying the series whose name is
17being changed and the new name of such series. If not the same
18as the limited liability company, the name and business address
19of all names of the members of a member managed series or of
20the managers and any member having the authority of a manager
21managed series may be changed by filing a new certificate of
22designation with the Secretary of State. A series with limited
23liability under subsection (b) of this Section may be dissolved
24by filing with the Secretary of State a certificate of
25designation identifying the series being dissolved or by the
26dissolution of the limited liability company as provided in

 

 

09900SB0140sam001- 99 -LRB099 03415 JLS 32029 a

1subsection (m) of this Section. Certificates of designation may
2be executed by the limited liability company or any manager,
3person or entity designated in the operating agreement for the
4limited liability company.
5    (e) A series of a limited liability company will be deemed
6to be in good standing as long as the limited liability company
7is in good standing.
8    (f) The registered agent and registered office for the
9limited liability company in Illinois shall serve as the agent
10and office for service of process in Illinois for each series.
11    (g) An operating agreement may provide for classes or
12groups of members or managers associated with a series having
13such relative rights, powers and duties as the operating
14agreement may provide, and may make provision for the future
15creation of additional classes or groups of members or managers
16associated with the series having such relative rights, powers
17and duties as may from time to time be established, including
18rights, powers and duties senior to existing classes and groups
19of members or managers associated with the series.
20    (h) A series may be managed by either the member or members
21associated with the series or by a manager or managers chosen
22by the members of such series, as provided in the operating
23agreement. Unless otherwise provided in an operating
24agreement, the management of a series shall be vested in the
25members associated with such series.
26    (i) An operating agreement may grant to all or certain

 

 

09900SB0140sam001- 100 -LRB099 03415 JLS 32029 a

1identified members or managers or a specified class or group of
2the members or managers associated with a series the right to
3vote separately or with all or any class or group of the
4members or managers associated with the series, on any matter.
5An operating agreement may provide that any member or class or
6group of members associated with a series shall have no voting
7rights.
8    (j) Except to the extent modified in this Section, the
9provisions of this Act which are generally applicable to
10limited liability companies, their managers, members and
11transferees shall be applicable to each particular series with
12respect to the operation of such series.
13    (k) Except as otherwise provided in an operating agreement,
14any event under this Act or in an operating agreement that
15causes a manager to cease to be a manager with respect to a
16series shall not, in itself, cause such manager to cease to be
17a manager of the limited liability company or with respect to
18any other series thereof.
19    (l) Except as otherwise provided in an operating agreement,
20any event under this Act or an operating agreement that causes
21a member to cease to be associated with a series shall not, in
22itself, cause such member to cease to be associated with any
23other series or terminate the continued membership of a member
24in the limited liability company or cause the termination of
25the series, regardless of whether such member was the last
26remaining member associated with such series.

 

 

09900SB0140sam001- 101 -LRB099 03415 JLS 32029 a

1    (m) Except to the extent otherwise provided in the
2operating agreement, a series may be dissolved and its affairs
3wound up without causing the dissolution of the limited
4liability company. The dissolution of a series established in
5accordance with subsection (b) of this Section shall not affect
6the limitation on liabilities of such series provided by
7subsection (b) of this Section. A series is terminated and its
8affairs shall be wound up upon the dissolution of the limited
9liability company under Article 35 of this Act.
10    (n) If a limited liability company with the ability to
11establish series does not register to do business in a foreign
12jurisdiction for itself and certain of its series, a series of
13a limited liability company may itself register to do business
14as a limited liability company in the foreign jurisdiction in
15accordance with the laws of the foreign jurisdiction.
16    (o) If a foreign limited liability company, as permitted in
17the jurisdiction of its organization, has established a series
18having separate rights, powers or duties and has limited the
19liabilities of such series so that the debts, liabilities and
20obligations incurred, contracted for or otherwise existing
21with respect to a particular series are enforceable against the
22assets of such series only, and not against the assets of the
23limited liability company generally or any other series
24thereof, or so that the debts, liabilities, obligations and
25expenses incurred, contracted for or otherwise existing with
26respect to the limited liability company generally or any other

 

 

09900SB0140sam001- 102 -LRB099 03415 JLS 32029 a

1series thereof are not enforceable against the assets of such
2series, then the limited liability company, on behalf of itself
3or any of its series, or any of its series on their own behalf
4may register to do business in the State in accordance with
5Section 45-5 of this Act. The limitation of liability shall be
6so stated on the application for admission as a foreign limited
7liability company and a certificate of designation shall be
8filed for each series being registered to do business in the
9State by the limited liability company. Unless otherwise
10provided in the operating agreement, the debts, liabilities and
11obligations incurred, contracted for or otherwise existing
12with respect to a particular series of such a foreign limited
13liability company shall be enforceable against the assets of
14such series only, and not against the assets of the foreign
15limited liability company generally or any other series thereof
16and none of the debts, liabilities, obligations and expenses
17incurred, contracted for or otherwise existing with respect to
18such a foreign limited liability company generally or any other
19series thereof shall be enforceable against the assets of such
20series.
21(Source: P.A. 98-720, eff. 7-16-14.)
 
22    (805 ILCS 180/50-1)
23    Sec. 50-1. Annual reports.
24    (a) Each limited liability company organized under the laws
25of this State and each foreign limited liability company

 

 

09900SB0140sam001- 103 -LRB099 03415 JLS 32029 a

1admitted to transact business in this State shall file, within
2the time prescribed by this Act, an annual report setting forth
3all of the following:
4        (1) The name of the limited liability company.
5        (2) The address, including street and number or rural
6    route number, of its registered office in this State and
7    the name of its registered agent at that address.
8        (3) The address, including street and number or rural
9    route number of its principal place of business.
10        (4) The name names and business address addresses of
11    all of the its managers and any member having the authority
12    of a manager or, if none, the members.
13        (5) Additional information that may be necessary or
14    appropriate in order to enable the Secretary of State to
15    administer this Act and to verify the proper amount of fees
16    payable by the limited liability company.
17        (6) The annual report shall be made on forms prescribed
18    and furnished by the Secretary of State, and the
19    information therein, required by paragraphs (1) through
20    (4) of subsection (a), both inclusive, shall be given as of
21    the date of execution of the annual report. The annual
22    report shall be executed by a manager or, if none, a member
23    designated by the members pursuant to limited liability
24    company action properly taken under Section 15-1.
25    (b) The annual report, together with all fees and charges
26prescribed by this Act, shall be delivered to the Secretary of

 

 

09900SB0140sam001- 104 -LRB099 03415 JLS 32029 a

1State within 60 days immediately preceding the first day of the
2anniversary month. Proof to the satisfaction of the Secretary
3of State that, before the first day of the anniversary month of
4the limited liability company, the report, together with all
5fees and charges as prescribed by this Act, was deposited in
6the United States mail in a sealed envelope, properly
7addressed, with postage prepaid, shall be deemed a compliance
8with this requirement. If the Secretary of State finds that the
9report conforms to the requirements of this Act, he or she
10shall file it. If the Secretary of State finds that it does not
11so conform, he or she shall promptly return it to the limited
12liability company for any necessary corrections, in which event
13the penalties prescribed for failure to file the report within
14the time provided shall not apply if the report is corrected to
15conform to the requirements of this Act and returned to the
16Secretary of State within 60 days of the original due date of
17the report.
18(Source: P.A. 90-424, eff. 1-1-98; 91-354, eff. 1-1-00.)
 
19    (805 ILCS 180/50-10)
20    Sec. 50-10. Fees.
21    (a) The Secretary of State shall charge and collect in
22accordance with the provisions of this Act and rules
23promulgated under its authority all of the following:
24        (1) Fees for filing documents.
25        (2) Miscellaneous charges.

 

 

09900SB0140sam001- 105 -LRB099 03415 JLS 32029 a

1        (3) Fees for the sale of lists of filings and for
2    copies of any documents.
3    (b) The Secretary of State shall charge and collect for all
4of the following:
5        (1) Filing articles of organization (domestic),
6    application for admission (foreign), and restated articles
7    of organization (domestic), $500. Notwithstanding the
8    foregoing, the fee for filing articles of organization
9    (domestic), application for admission (foreign), and
10    restated articles of organization (domestic) in connection
11    with a limited liability company with a ability to
12    establish series pursuant to Section 37-40 of this Act is
13    $750.
14        (2) Filing amendments (domestic or foreign) articles
15    of amendment or an amended application for admission, $150.
16        (3) Filing articles of dissolution or application for
17    withdrawal, $25 $100.
18        (4) Filing an application to reserve a name, $300.
19        (5) Renewal fee for Filing a notice of cancellation of
20    a reserved name, $100.
21        (6) Filing a notice of a transfer of a reserved name,
22    $100.
23        (7) Registration of a name, $300.
24        (8) Renewal of registration of a name, $100.
25        (9) Filing an application for use of an assumed name
26    under Section 1-20 of this Act, $150 for each year or part

 

 

09900SB0140sam001- 106 -LRB099 03415 JLS 32029 a

1    thereof ending in 0 or 5, $120 for each year or part
2    thereof ending in 1 or 6, $90 for each year or part thereof
3    ending in 2 or 7, $60 for each year or part thereof ending
4    in 3 or 8, $30 for each year or part thereof ending in 4 or
5    9, and a renewal for each assumed name, $150.
6        (10) Filing an application for change or cancellation
7    of an assumed name, $100.
8        (11) Filing an annual report of a limited liability
9    company or foreign limited liability company, $250, if
10    filed as required by this Act, plus a penalty if
11    delinquent. Notwithstanding the foregoing, the fee for
12    filing an annual report of a limited liability company or
13    foreign limited liability company with ability to
14    establish series is $250 plus $50 for each series for which
15    a certificate of designation has been filed pursuant to
16    Section 37-40 of this Act and active on the last day of the
17    third month preceding the company's anniversary month,
18    plus a penalty if delinquent.
19        (12) Filing an application for reinstatement of a
20    limited liability company or foreign limited liability
21    company $500.
22        (13) Filing articles Articles of merger Merger, $100
23    plus $50 for each party to the merger in excess of the
24    first 2 parties.
25        (14) Filing articles of conversion an Agreement of
26    Conversion or Statement of Conversion, $100.

 

 

09900SB0140sam001- 107 -LRB099 03415 JLS 32029 a

1        (15) Filing a statement of change of address of
2    registered office or change of registered agent, or both,
3    or filing a statement of correction, $25.
4        (16) Filing a petition for refund, $15.
5        (17) Filing a certificate of designation of a limited
6    liability company with a series pursuant to Section 37-40
7    of this Act, $50.
8        (18) Filing articles of domestication, $100.
9        (19) Filing, amending, or cancelling a statement of
10    authority, $50.
11        (20) Filing, amending, or cancelling a statement of
12    denial, $10.
13        (21) (17) Filing any other document, $100.
14        (18) Filing a certificate of designation of a limited
15    liability company with the ability to establish series
16    pursuant to Section 37-40 of this Act, $50.
17    (c) The Secretary of State shall charge and collect all of
18the following:
19        (1) For furnishing a copy or certified copy of any
20    document, instrument, or paper relating to a limited
21    liability company or foreign limited liability company, or
22    for a certificate, $25.
23        (2) For the transfer of information by computer process
24    media to any purchaser, fees established by rule.
25(Source: P.A. 97-839, eff. 7-20-12.)
 

 

 

09900SB0140sam001- 108 -LRB099 03415 JLS 32029 a

1    (805 ILCS 180/55-1)
2    Sec. 55-1. Construction and application.
3    (a) This Act shall be so applied and construed to
4effectuate its general purpose.
5    (b) Subject to subsection (b) of Section 15-5, it is the
6policy of this Act to give maximum effect to the principles of
7freedom of contract and to the enforceability of operating
8agreements.
9    (c) Rules that statutes in derogation of the common law are
10to be strictly construed shall have no application to this Act.
11    (d) Unless the context otherwise requires, as used in this
12Act, the singular shall include the plural and the plural shall
13include the singular. The use of any gender shall be applicable
14to all genders. The captions contained in this Act are for
15purposes of convenience only and shall not control or affect
16the construction of this Act.
17(Source: P.A. 87-1062.)
 
18    (805 ILCS 180/55-3 new)
19    Sec. 55-3. Relation to Electronic Signatures in Global and
20National Commerce Act. This Act modifies, limits, and
21supersedes the federal Electronic Signatures in Global and
22National Commerce Act, 15 U.S.C. Section 7001 et seq., but does
23not modify, limit, or supersede Section 101(c) of that Act, 15
24U.S.C. Section 7001(c), or authorize electronic delivery of any
25of the notices described in Section 103(b) of that Act, 15

 

 

09900SB0140sam001- 109 -LRB099 03415 JLS 32029 a

1U.S.C. Section 7003(b).
 
2    (805 ILCS 180/30-1 rep.)
3    (805 ILCS 180/35-60 rep.)
4    (805 ILCS 180/35-65 rep.)
5    (805 ILCS 180/35-70 rep.)
6    Section 10. The Limited Liability Company Act is amended by
7repealing Sections 30-1, 35-60, 35-65, and 35-70.".