Illinois General Assembly

  Bills & Resolutions  
  Compiled Statutes  
  Public Acts  
  Legislative Reports  
  IL Constitution  
  Legislative Guide  
  Legislative Glossary  

 Search By Number
 (example: HB0001)
Search Tips

Search By Keyword

Illinois Compiled Statutes

 ILCS Listing   Public Acts  Search   Guide   Disclaimer

Information maintained by the Legislative Reference Bureau
Updating the database of the Illinois Compiled Statutes (ILCS) is an ongoing process. Recent laws may not yet be included in the ILCS database, but they are found on this site as Public Acts soon after they become law. For information concerning the relationship between statutes and Public Acts, refer to the Guide.

Because the statute database is maintained primarily for legislative drafting purposes, statutory changes are sometimes included in the statute database before they take effect. If the source note at the end of a Section of the statutes includes a Public Act that has not yet taken effect, the version of the law that is currently in effect may have already been removed from the database and you should refer to that Public Act to see the changes made to the current law.

805 ILCS 180/37-5

    (805 ILCS 180/37-5)
    Sec. 37-5. Definitions. In this Article:
    "Constituent limited liability company" means a constituent organization that is a limited liability company.
    "Constituent organization" means an organization that is party to a merger.
    "Governing statute" means the statute that governs an organization's internal affairs.
    "Organization" means a general partnership, including a limited liability partnership, limited partnership, including a limited liability limited partnership, limited liability company, business trust, corporation, or any other person having a governing statute. The term includes a domestic or foreign organization regardless of whether organized for profit.
    "Organizational document" means:
        (1) for a domestic or foreign general partnership,
    
its partnership agreement;
        (2) for a limited partnership or foreign limited
    
partnership, its certificate of limited partnership and partnership agreement;
        (3) for a domestic or foreign limited liability
    
company, its certificate or articles of organization and operating agreement, or comparable records as provided in its governing statute;
        (4) for a business trust, its agreement of trust and
    
declaration of trust;
        (5) for a domestic or foreign corporation for
    
profit, its articles of incorporation, bylaws, and any agreements among its shareholders which are authorized by its governing statute, or comparable records as provided in its governing statute; and
        (6) for any other organization, the basic records
    
that create the organization and determine its internal governance and the relations among the persons that own it, have an interest in it, or are members of it.
    "Personal liability" means liability for a debt, obligation, or other liability of an organization which is imposed on a person that co-owns, has an interest in, or is a member of the organization:
        (1) by the governing statute solely by reason of the
    
person co-owning, having an interest in, or being a member of the organization; or
        (2) by the organization's organizational documents
    
under a provision of the governing statute authorizing those documents to make one or more specified persons liable for all or specified debts, obligations, or other liabilities of the organization solely by reason of the person or persons co-owning, having an interest in, or being a member of the organization.
    "Surviving organization" means an organization into which one or more other organizations are merged, whether the organization preexisted the merger or was created by the merger.
(Source: P.A. 99-637, eff. 7-1-17; 100-561, eff. 7-1-18.)