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1		AN ACT concerning business.
2		Be it enacted by the People of the State of Illinois,
3		represented in the General Assembly:
4		Section 5. The Limited Liability Company Act is amended by
5		changing Sections 1-5, 1-30, 1-40, 5-5, 5-45, 5-47, 5-50, 10-1,
6		10-15, 13-5, 15-1, 15-3, 15-5, 15-7, 20-1, 20-5, 25-35, 30-5,
7		30-10, 30-20, 35-1, 35-3, 35-4, 35-7, 35-15, 35-20, 35-45,
8		35-55, 37-5, 37-10, 37-15, 37-20, 37-25, 37-30, 37-40, 50-1,
9		50-10, and 55-1, by changing the headings of Articles 30 and
10		37, and by adding Sections 1-6, 1-46, 1-65, 13-15, 13-20,
11		30-25, 35-37, 37-16, 37-17, 37-21, 37-31, 37-32, 37-33, 37-34,
12		37-36, and 55-3 as follows:
13		(805 ILCS 180/1-5)
14		Sec. 1-5. Definitions. As used in this Act, unless the
15		context otherwise requires:
16		"Anniversary" means that day every year exactly one or more
17		years after: (i) the date the articles of organization filed
18		under Section 5-5 of this Act were filed by the Office of the
19		Secretary of State, in the case of a limited liability company;
20		or (ii) the date the application for admission to transact
21		business filed under Section 45-5 of this Act was filed by the
22		Office of the Secretary of State, in the case of a foreign
23		limited liability company.

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1		"Anniversary month" means the month in which the
2		anniversary of the limited liability company occurs.
3		"Articles of organization" means the articles of
4		organization filed by the Secretary of State for the purpose of
5		forming a limited liability company as specified in Article 5
6		and all amendments thereto, whether evidenced by articles of
7		amendment, articles of merger, or a statement of correction
8		affecting the articles.
9		"Assumed limited liability company name" means any limited
10		liability company name other than the true limited liability
11		company name, except that the identification by a limited
12		liability company of its business with a trademark or service
13		mark of which it is the owner or licensed user shall not
14		constitute the use of an assumed name under this Act.
15		"Bankruptcy" means bankruptcy under the Federal Bankruptcy
16		Code of 1978, Title 11, Chapter 7 of the United States Code, as
17		amended from time to time, or any successor statute.
18		"Business" includes every trade, occupation, profession,
19		and other lawful purpose, whether or not carried on for profit.
20		"Company" means a limited liability company.
21		"Contribution" means any cash, property, or services
22		rendered, or other benefit, or a promissory note or other
23		binding obligation to contribute cash or property, or to
24		perform services, or provide any other benefit, that a person
25		contributes to the limited liability company in that person's
26		capacity as a member or in order to become a member.

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1		"Court" includes every court and judge having jurisdiction
2		in a case.
3		"Debtor in bankruptcy" means a person who is the subject of
4		an order for relief under Title 11 of the United States Code, a
5		comparable order under a successor statute of general
6		application, or a comparable order under federal, state, or
7		foreign law governing insolvency.
8		"Distribution" means a transfer of money, property, or
9		other benefit from a limited liability company to a member in
10		the member's capacity as a member or to a transferee of the
11		member's distributional interest.
12		"Distributional interest" means all of a member's right to
13		receive interest in distributions of by the limited liability
14		company's assets, but no other rights or interests of a member
15		company.
16		"Entity" means a person other than an individual.
17		"Federal employer identification number" means either (i)
18		the federal employer identification number assigned by the
19		Internal Revenue Service to the limited liability company or
20		foreign limited liability company or (ii) in the case of a
21		limited liability company or foreign limited liability company
22		not required to have a federal employer identification number,
23		any other number that may be assigned by the Internal Revenue
24		Service for purposes of identification.
25		"Foreign limited liability company" means an
26		unincorporated entity organized under laws other than the laws

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1		of this State that afford limited liability to its owners
2		comparable to the liability under Section 10-10 and is not
3		required to register to transact business under any law of this
4		State other than this Act.
5		"Insolvent" means that a limited liability company is
6		unable to pay its debts as they become due in the usual course
7		of its business.
8		"Legal representative" means, without limitation, an
9		executor, administrator, guardian, personal representative and
10		agent, including an appointee under a power of attorney.
11		"Limited liability company" means a limited liability
12		company organized under this Act.
13		"L3C" or "low-profit limited liability company" means a
14		for-profit limited liability company which satisfies the
15		requirements of Section 1-26 of this Act and does not have as a
16		significant purpose the production of income or the
17		appreciation of property.
18		"Manager" means a person, whether or not a member of a
19		manager-managed company, who is vested with authority in an
20		operating agreement as provided in under Section 15-1 13-5.
21		"Manager-managed company" means a limited liability
22		company that vests authority in a manager or managers in an
23		operating agreement as provided in Section 15-1 which is so
24		designated in its articles of organization.
25		"Member" means a person who becomes a member of the limited
26		liability company upon formation of the company or in the

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1		manner and at the time provided in the operating agreement or,
2		if the operating agreement does not so provide, in the manner
3		and at the time provided in this Act.
4		"Member-managed company" means a limited liability company
5		other than a manager-managed company.
6		"Membership interest" means all of a member's rights in the
7		limited liability company, including the member's right to
8		receive distributions of the limited liability company's
9		assets.
10		"Operating agreement" means the agreement under Section
11		15-5, whether or not referred to as an operating agreement and
12		whether oral, in a record, implied, or in any combination
13		thereof, of all of the members of a limited liability company,
14		including a sole member, concerning the relations among the
15		members, managers, and limited liability company. The term
16		"operating agreement" includes amendments to the agreement.
17		"Organizer" means one of the signers of the original
18		articles of organization.
19		"Person" means an individual, partnership, domestic or
20		foreign limited partnership, limited liability company or
21		foreign limited liability company, trust, estate, association,
22		corporation, governmental body, or other juridical being.
23		"Record" means information that is inscribed on a tangible
24		medium or that is stored in an electronic or other medium and
25		is retrievable in perceivable form.
26		"Registered office" means that office maintained by the

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1		limited liability company in this State, the address, including
2		street, number, city and county, of which is on file in the
3		office of the Secretary of State, at which, any process,
4		notice, or demand required or permitted by law may be served
5		upon the registered agent of the limited liability company.
6		"Registered agent" means a person who is an agent for
7		service of process on the limited liability company who is
8		appointed by the limited liability company and whose address is
9		the registered office of the limited liability company.
10		"Restated articles of organization" means the articles of
11		organization restated as provided in Section 5-30.
12		"Sign" means, with the present intent to authenticate or
13		adopt a record:
14		(1) to execute or adopt a tangible symbol; or
15		(2) to attach to or logically associate with the record
16		an electronic symbol, sound, or process.
17		"State" means a state, territory, or possession of the
18		United States, the District of Columbia, or the Commonwealth of
19		Puerto Rico.
20		"Transfer" includes an assignment, conveyance, deed, bill
21		of sale, lease, mortgage, security interest, encumbrance, and
22		gift.
23		(Source: P.A. 96-126, eff. 1-1-10; 97-839, eff. 7-20-12.)
24		(805 ILCS 180/1-6 new)
25		Sec. 1-6. Electronic records. Any requirement in this Act

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1		that there be a writing or that any document, instrument, or
2		agreement be written or in ink is subject to the provisions of
3		the Electronic Commerce Security Act.
4		(805 ILCS 180/1-30)
5		Sec. 1-30. Powers. Each limited liability company
6		organized and existing under this Act may do all of the
7		following:
8		(1) Sue and be sued, complain and defend, and participate
9		in administrative or other proceedings, in its name.
10		(2) Have a seal, which may be altered at pleasure, and use
11		the same by causing it, or a facsimile thereof, to be impressed
12		or affixed or in any other manner reproduced, provided that the
13		affixing of a seal to an instrument shall not give the
14		instrument additional force or effect, or change the
15		construction thereof, and the use of a seal is not mandatory.
16		(3) Purchase, take, receive, lease as lessee, take by gift,
17		legacy, or otherwise acquire, own, hold, use, and otherwise
18		deal in and with any real or personal property, or any interest
19		therein, wherever situated.
20		(4) Sell, convey, mortgage, pledge, lease as lessor, and
21		otherwise dispose of all or any part of its property and
22		assets.
23		(5) Lend money to and otherwise assist its members and
24		employees.
25		(6) Purchase, take, receive, subscribe for or otherwise

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1		acquire, own, hold, vote, use, employ, sell, mortgage, loan,
2		pledge, or otherwise dispose of, and otherwise use and deal in
3		and with, shares or other interests in or obligations of other
4		limited liability companies, domestic or foreign corporations,
5		associations, general or limited partnerships, or individuals.
6		(7) Incur liabilities, borrow money for its proper purposes
7		at any rate of interest the limited liability company may
8		determine without regard to the restrictions of any usury law
9		of this State, issue notes, bonds, and other obligations,
10		secure any of its obligations by mortgage or pledge or deed of
11		trust of all or any part of its property, franchises, and
12		income, and make contracts, including contracts of guaranty and
13		suretyship.
14		(8) Invest its surplus funds from time to time, lend money
15		for its proper purposes, and take and hold real and personal
16		property as security for the payment of funds so loaned or
17		invested.
18		(9) Conduct its business, carry on its operations, have
19		offices within and without this State, and exercise in any
20		other state, territory, district, or possession of the United
21		States or in any foreign country the powers granted by this
22		Act.
23		(10) Designate Elect managers and appoint officers and
24		other agents of the limited liability company, define their
25		duties, and fix their compensation.
26		(11) Enter into or amend an operating agreement, not

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1		inconsistent with the laws of this State, for the
2		administration and regulation of the affairs of the limited
3		liability company.
4		(12) Make donations for the public welfare or for
5		charitable, scientific, religious, or educational purposes,
6		lend money to the government, and transact any lawful business
7		in aid of the United States.
8		(13) Establish deferred compensation plans, pension plans,
9		profit-sharing plans, bonus plans, option plans, and other
10		incentive plans for its managers and employees and make the
11		payments provided for therein.
12		(14) Become a promoter, partner, member, associate, or
13		manager of any general partnership, limited partnership, joint
14		venture or similar association, any other limited liability
15		company, or other enterprise.
16		(15) Have and exercise all powers necessary or convenient
17		to effect any or all of the purposes for which the limited
18		liability company is organized.
19		(Source: P.A. 90-424, eff. 1-1-98.)
20		(805 ILCS 180/1-40)
21		Sec. 1-40. Records to be kept.
22		(a) Each limited liability company shall keep at the
23		principal place of business of the company named in the
24		articles of organization or other reasonable locations
25		specified in the operating agreement all of the following:

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1		(1) A list of the full name and last known address of
2		each member setting forth the amount of cash each member
3		has contributed, a description and statement of the agreed
4		value of the other property or services each member has
5		contributed or has agreed to contribute in the future, and
6		the date on which each became a member.
7		(2) A copy of the articles of organization, as amended
8		or restated, together with executed copies of any powers of
9		attorney under which any articles, application, or
10		certificate has been executed.
11		(3) Copies of the limited liability company's federal,
12		State, and local income tax returns and reports, if any,
13		for the 3 most recent years.
14		(4) Copies of any then effective written operating
15		agreement and any amendments thereto and of any financial
16		statements of the limited liability company for the 3 most
17		recent years.
18		(b) Records kept under this Section may be inspected and
19		copied at the request and expense of any member or legal
20		representative of a deceased member or member under legal
21		disability during ordinary business hours.
22		(c) The rights under subsection (b) of this Section also
23		extend to a transferee of a distributional interest, but only
24		for a proper purpose. In order to exercise this right, a
25		transferee must make written demand upon the limited liability
26		company, stating with particularity the records sought to be

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1		inspected and the purpose of the demand.
2		(d) Within 10 days after receiving a demand pursuant to
3		subsection (c):
4		(1) the company shall provide the information demanded
5		or, in a record, a description of the information the
6		company will provide, stating a reasonable time within
7		which it will be provided and the place where it will be
8		provided; and
9		(2) if the company declines to provide any demanded
10		information, the company shall state its reasons for
11		declining to the transferee in a record.
12		A transferee may exercise the rights under this subsection
13		through a legal representative.
14		(Source: P.A. 90-424, eff. 1-1-98.)
15		(805 ILCS 180/1-46 new)
16		Sec. 1-46. Applicability of statute of frauds. An operating
17		agreement is enforceable whether or not there is a writing
18		signed or record authenticated by a party against whom
19		enforcement is sought, even if the agreement is not capable of
20		performance within one year of its making.
21		(805 ILCS 180/1-65 new)
22		Sec. 1-65. Governing law. The law of this State governs:
23		(1) the internal affairs and organization of a limited
24		liability company;

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1		(2) the liability of a member as member and a manager
2		as manager for the debts, obligations, or other liabilities
3		of a limited liability company;
4		(3) the internal affairs and establishment of a series
5		of a limited liability company;
6		(4) the liability of a member or a manager associated
7		with a series for the debts, obligations, or other
8		liabilities of the series; and
9		(5) the liability of a series for the debts,
10		obligations, or other liabilities of the limited liability
11		company that established the series or for another series
12		established by the limited liability company, and the
13		liability of the limited liability company for the debts,
14		obligations, or other liabilities of a series established
15		by the limited liability company.
16		(805 ILCS 180/5-5)
17		Sec. 5-5. Articles of organization.
18		(a) The articles of organization shall set forth all of the
19		following:
20		(1) The name of the limited liability company and the
21		address of its principal place of business which may, but
22		need not be a place of business in this State.
23		(2) The purposes for which the limited liability
24		company is organized, which may be stated to be, or to
25		include, the transaction of any or all lawful businesses

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1		for which limited liability companies may be organized
2		under this Act.
3		(3) The name of its registered agent and the address of
4		its registered office.
5		(4) A confirmation that If the limited liability
6		company complies with the requirement in subsection (b) of
7		Section 5-1 that the company has one or more members at the
8		time of filing or, if the filing is to be effective on a
9		later date, that the company will have one or more members
10		on the date the filing is to be effective is to be managed
11		by a manager or managers, the names and business addresses
12		of the initial manager or managers.
13		(5) The name and business address of all of the
14		managers and any member having the authority of a manager
15		If management of the limited liability company is to be
16		vested in the members under Section 15-1, then the names
17		and addresses of the initial member or members.
18		(5.5) The duration of the limited liability company,
19		which shall be perpetual unless otherwise stated.
20		(6) (Blank).
21		(7) The name and address of each organizer.
22		(8) Any other provision, not inconsistent with law,
23		that the members elect to set out in the articles of
24		organization for the regulation of the internal affairs of
25		the limited liability company, including any provisions
26		that, under this Act, are required or permitted to be set

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1		out in the operating agreement of the limited liability
2		company.
3		(b) A limited liability company is organized at the time
4		articles of organization are filed by the Secretary of State or
5		at any later time, not more than 60 days after the filing of
6		the articles of organization, specified in the articles of
7		organization.
8		(c) Articles of organization for the organization of a
9		limited liability company for the purpose of accepting and
10		executing trusts shall not be filed by the Secretary of State
11		until there is delivered to him or her a statement executed by
12		the Secretary Commissioner of the Department of Financial and
13		Professional Regulation or successor State board, department,
14		or agency having jurisdiction over the regulation of trust
15		companies Office of Banks and Real Estate that the organizers
16		of the limited liability company have made arrangements with
17		the Secretary Commissioner of the Department of Financial and
18		Professional Regulation or successor State board, department,
19		or agency having jurisdiction over the regulation of trust
20		companies Office of Banks and Real Estate to comply with the
21		Corporate Fiduciary Act.
22		(d) Articles of organization for the organization of a
23		limited liability company as a bank or a savings bank must be
24		filed with the Secretary of the Department of Financial and
25		Professional Regulation or successor State board, department,
26		or agency having jurisdiction over the regulation of banks or

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1		savings banks Commissioner of Banks and Real Estate or, if the
2		bank or savings bank will be organized under federal law, with
3		the appropriate federal banking regulator.
4		(Source: P.A. 98-171, eff. 8-5-13.)
5		(805 ILCS 180/5-45)
6		Sec. 5-45. Forms, execution, acknowledgement and filing.
7		(a) All reports required by this Act to be filed in the
8		Office of the Secretary of State shall be made on forms
9		prescribed and furnished by the Secretary of State. Forms for
10		all other documents to be filed in the Office of the Secretary
11		of State shall be furnished by the Secretary of State upon
12		request therefor, but the use thereof, unless otherwise
13		specifically prescribed in this Act, shall not be mandatory.
14		(b) Whenever any provision of this Act specifically
15		requires any document to be executed by the limited liability
16		company in accordance with this Section, unless otherwise
17		specifically stated in this Act and subject to any additional
18		provisions of this Act, the document shall be signed executed,
19		in ink, as follows:
20		(1) The initial articles of organization shall be
21		signed by the organizer or organizers.
22		(2) A document filed on behalf of a dissolved limited
23		liability company that has no members must be signed by the
24		person winding up the company's activities under Section
25		35-4.

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1		(3) Any other document must be signed by a person
2		authorized by the limited liability company to sign it. All
3		other documents shall be signed:
4		(A) by a manager and verified by him or her; or
5		(B) if there are no managers, then by the members
6		or those of them that may be designated by a majority
7		vote of the members.
8		(c) The name of a person signing the document and the
9		capacity in which the person signs shall be stated beneath or
10		opposite the person's signature.
11		(d) The execution of any document required by this Act by a
12		person member or manager constitutes an affirmation under the
13		penalties of perjury that the facts stated therein are true and
14		that the person has authority to execute the document.
15		(e) When filed in the Office of the Secretary of State, an
16		authorization, including a power of attorney, to sign a record
17		must be in writing, then sworn to, verified, or acknowledged.
18		(Source: P.A. 90-424, eff. 1-1-98.)
19		(805 ILCS 180/5-47)
20		Sec. 5-47. Statement of correction.
21		(a) Whenever any instrument authorized to be filed with the
22		Secretary of State under any provision of this Act has been so
23		filed and, as of the date of the action therein referred to,
24		contains any misstatement of fact, typographical error, error
25		of transcription, or any other error or defect or was

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1		defectively or erroneously executed, such instrument may be
2		corrected by filing, in accordance with Section 5-45 of this
3		Act, a statement of correction.
4		(b) A statement of correction shall set forth:
5		(1) The name of the limited liability company and the
6		state or country under the laws of which it is organized.
7		(2) The title of the instrument being corrected and the
8		date it was filed by the Secretary of State.
9		(3) The inaccuracy, error, or defect to be corrected
10		and the portion of the instrument in corrected form.
11		(c) A statement of correction shall be executed in the same
12		manner in which the instrument being corrected was required to
13		be executed.
14		(d) The corrected instrument shall be effective as of the
15		date the original instrument was filed.
16		(e) A statement of correction shall not:
17		(1) Effect any change or amendment of articles which
18		would not in all respects have complied with the
19		requirements of this Act at the time of filing the
20		instrument being corrected.
21		(2) Take the place of any document, statement, or
22		report otherwise required to be filed by this Act.
23		(3) Affect any right or liability accrued or incurred
24		before such filing, except that any right or liability
25		accrued or incurred by reason of the error or defect being
26		corrected shall be extinguished by such filing if the

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1		person having such right has not detrimentally relied on
2		the original instrument.
3		(4) (Blank). Alter the provisions of the articles of
4		organization with respect to the limited liability company
5		name, purpose, ability to establish series, or the names
6		and addresses of the organizers, initial manager or
7		managers, and initial member or members.
8		(5) (Blank). Alter the provisions of the application
9		for admission to transact business as a foreign limited
10		liability company with respect to the limited liability
11		name or ability to establish series.
12		(6) (Blank). Alter the provisions of the application to
13		adopt or change an assumed limited liability company name
14		with respect to the assumed limited liability company name.
15		(7) Alter the wording of any resolution as filed in any
16		document with the Secretary of State and which was in fact
17		adopted by the members or managers.
18		(Source: P.A. 95-368, eff. 8-23-07.)
19		(805 ILCS 180/5-50)
20		Sec. 5-50. Amendment or termination dissolution by
21		judicial act. If a person required by Section 5-45 to execute
22		an amendment or statement articles of termination dissolution
23		fails or refuses to do so, any other member and any transferee
24		of a limited liability company interest, who is adversely
25		affected by the failure or refusal, may petition a court to

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1		direct the amendment or statement of termination dissolution.
2		If the court finds that the amendment or statement of
3		termination dissolution is proper and that any person so
4		designated has failed or refused to execute the amendment or
5		statement articles of termination dissolution, it shall order
6		the Secretary of State to record an appropriate amendment or
7		statement of termination dissolution.
8		(Source: P.A. 90-424, eff. 1-1-98.)
9		(805 ILCS 180/10-1)
10		Sec. 10-1. Admission of members.
11		(a) A person becomes a member of a limited liability
12		company:
13		(1) upon formation of the company, as provided in an
14		agreement between the organizer and the initial member if
15		there is only one member, or as provided in an agreement
16		among initial members if there is more than one member;
17		(2) after the formation of the company,
18		(A) as provided in the operating agreement;
19		(B) as the result of a transaction effective under
20		Article 37;
21		(C) with the consent of all the members; or
22		(D) if, within 180 consecutive days after the
23		company ceases to have any members:
24		(i) the last person to have been a member, or
25		the legal representative of that person,

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1		designates a person to become a member; and
2		(ii) the designated person consents to become
3		a member.
4		(b) A person that acquires a distributional interest, but
5		that does not become a member, has merely the rights of a
6		transferee under Sections 30-5 and 30-10.
7		(c) A person may become a member without acquiring a
8		distributional interest and without making or being obligated
9		to make a contribution to the limited liability company. After
10		the filing of the articles of organization, a person who
11		acquires a membership interest directly from the limited
12		liability company or is a transferee of a membership interest
13		may be admitted as a member with unanimous consent of the
14		members.
15		(Source: P.A. 90-424, eff. 1-1-98.)
16		(805 ILCS 180/10-15)
17		Sec. 10-15. Right of members and dissociated members
18		Member's right to information.
19		(a) A company shall furnish information when any member
20		demands it in a record concerning the company's activities,
21		financial condition, and other circumstances of the company's
22		business necessary to the proper exercise of a member's rights
23		and duties under the operating agreement or this Act or that is
24		otherwise material to the membership interest of a member,
25		unless the company knows that the member already knows that

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1		information.
2		(b) The following rules apply when a member makes a demand
3		for information under this Section:
4		(1) During regular business hours and at a reasonable
5		location and time specified by the company, a member may
6		obtain from the company, inspect, and copy information for
7		a purpose consistent with subsection (a).
8		(2) Within 10 days after receiving a demand pursuant to
9		subsection (a):
10		(A) the company shall provide the information
11		demanded or, in a record, a description of the
12		information the company will provide, stating a
13		reasonable time within which it will be provided and
14		the place where it will be provided; and
15		(B) if the company declines to provide any demanded
16		information, the company shall state its reasons for
17		declining to the member in a record.
18		(c) Whenever this Act or an operating agreement provides
19		for a member to give or withhold consent to a matter, before
20		the consent is given or withheld, the company shall, without
21		demand, provide the member with all information that is known
22		to the company that is material to the member's decision.
23		(d) Within 10 days after a demand made in a record received
24		by the limited liability company, a dissociated member may have
25		access to information to which the person was entitled while a
26		member if the information pertains to the period during which

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1		the person was a member, and the person seeks the information
2		in good faith for a purpose consistent with subsection (a). The
3		company shall respond to a demand made pursuant to this
4		subsection in the manner provided in subdivisions (A) and (B)
5		of paragraph (2) of subsection (b).
6		(e) A limited liability company may charge a person that
7		makes a demand under this Section the reasonable costs of
8		copying, limited to the costs of labor and material.
9		(f) A member or dissociated member may exercise rights
10		under this Section through an agent or, in the case of an
11		individual under legal disability, a legal representative. Any
12		restriction or condition imposed by the operating agreement or
13		under subsection (h) applies both to the agent or legal
14		representative and the member or dissociated member.
15		(g) The rights under this Section do not extend to a person
16		as transferee.
17		(h) In addition to any restriction or condition stated in
18		its operating agreement, the limited liability company, as a
19		matter within the ordinary course of its activities, may impose
20		reasonable restrictions and conditions on access to and use of
21		information to be furnished under this Section including, but
22		not limited to, the designation of information such as trade
23		secrets or information subject to confidentiality agreements
24		with third parties as confidential with appropriate
25		nondisclosure and safeguarding obligations. In a dispute
26		concerning the reasonableness of a restriction or designation

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1		under this subsection, the company has the burden of proving
2		reasonableness.
3		(i) This Section does not limit or restrict the right to
4		inspect and copy records as provided in subsection (b) of
5		Section 1-40. (a) A limited liability company shall provide
6		members and their agents and attorneys access to its records,
7		including the records required to be kept under Section 1-40,
8		at the company's principal place of business or other
9		reasonable locations specified in the operating agreement. The
10		company shall provide former members and their agents and
11		attorneys access for proper purposes to records pertaining to
12		the period during which they were members. The right of access
13		provides the opportunity to inspect and copy records during
14		ordinary business hours. The company may impose a reasonable
15		charge, limited to the costs of labor and material, for copies
16		of records furnished.
17		(b) A member has the right upon written demand given to the
18		limited liability company to obtain at the company's expense a
19		copy of any written operating agreement.
20		(Source: P.A. 90-424, eff. 1-1-98.)
21		(805 ILCS 180/13-5)
22		Sec. 13-5. No agency power of a member as member. Agency of
23		members and managers.
24		(a) A member is not an agent of a limited liability company
25		solely by reason of being a member. Subject to subsections (b)

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

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1		its business, and an act of a manager, including the
2		signing of an instrument in the company's name, for
3		apparently carrying on, in the ordinary course, the
4		company's business or business of the kind carried on by
5		the company binds the company, unless the manager had no
6		authority to act for the company in the particular matter
7		and the person with whom the manager was dealing knew or
8		had notice that the manager lacked authority.
9		(2) An act of a manager which is not apparently for
10		carrying on, in the ordinary course, the company's business
11		or business of the kind carried on by the company binds the
12		company only if the act was authorized under Section 15-1.
13		(c) Unless the articles of organization limit their
14		authority, any member of a member-managed company or manager of
15		a manager-managed company may sign and deliver any instrument
16		transferring or affecting the company's interest in real
17		property. The instrument is conclusive in favor of a person who
18		gives value without knowledge of the lack of the authority of
19		the person signing and delivering the instrument.
20		(Source: P.A. 90-424, eff. 1-1-98.)
21		(805 ILCS 180/13-15 new)
22		Sec. 13-15. Statement of authority.
23		(a) A limited liability company may deliver to the
24		Secretary of State for filing a statement of authority. The
25		statement:

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1		(1) must include the name of the company and the
2		address of its principal place of business; and
3		(2) may state the authority, or limitations on the
4		authority, of any member or manager of the company or any
5		other person to:
6		(A) execute an instrument transferring real
7		property held in the name of the company; or
8		(B) enter into other transactions on behalf of, or
9		otherwise act for or bind, the company.
10		(b) To amend or cancel a statement of authority, a limited
11		liability company must deliver to the Secretary of State for
12		filing a statement of amendment or cancellation. The statement
13		must include:
14		(1) the name of the limited liability company and the
15		address of its principal place of business;
16		(2) the date the statement of authority being amended
17		or cancelled became effective; and
18		(3) the contents of the amendment or a declaration that
19		the statement of authority is canceled.
20		(c) Except as otherwise provided in subsections (e) and
21		(f), a limitation on the authority of a member or manager of
22		the limited liability company contained in a statement of
23		authority is not by itself evidence of knowledge or notice of
24		the limitation by any person.
25		(d) A grant of authority not pertaining to transfers of
26		real property and contained in a statement of authority is

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

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1		authority stated or limited in the articles of organization
2		conflicts with authority stated or limited in a statement of
3		authority filed with the Secretary of State under this Section
4		on behalf of the company, the statement of authority is the
5		effective statement and a person who is not a member or manager
6		may rely upon the terms of the filed statement of authority
7		notwithstanding conflicting terms in the articles of
8		organization.
9		(805 ILCS 180/13-20 new)
10		Sec. 13-20. Statement of denial. A person named in a filed
11		statement of authority granting that person authority may
12		deliver to the Secretary of State for filing a statement of
13		denial that:
14		(1) provides the name of the limited liability company
15		and the caption of the statement of authority to which the
16		statement of denial pertains; and
17		(2) denies the grant of authority.
18		An effective statement of denial operates as a restrictive
19		amendment under subsection (b) of Section 13-15 and, if a
20		certified copy thereof is recorded in the office for recording
21		transfers of real property in which a prior statement of
22		authority has been recorded as provided in subsection (e) of
23		Section 13-15, the statement of denial shall be deemed a
24		limitation on the statement of authority for purposes of
25		subsection (f) of Section 13-15.

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1		(805 ILCS 180/15-1)
2		Sec. 15-1. Management of limited liability company.
3		(a) A limited liability company is a member-managed limited
4		liability company unless the operating agreement:
5		(1) expressly provides that:
6		(A) the company is or will be manager-managed;
7		(B) the company is or will be managed by managers;
8		or
9		(C) management of the company is or will be vested
10		in managers; or
11		(2) includes words of similar import.
12		(b) (a) In a member-managed company:
13		(1) each member has equal rights in the management and
14		conduct of the company's business; and
15		(2) except as otherwise provided in subsection (d) (c)
16		of this Section, any matter relating to the business of the
17		company may be decided by a majority of the members.
18		(c) (b) In a manager-managed company:
19		(1) each manager has equal rights in the management and
20		conduct of the company's business;
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 exclusively decided by the manager or, if
24		there is more than one manager, by a majority of the
25		managers; and

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

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

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1		and its other members includes the following:
2		(1) to account to the company and to hold as trustee
3		for it any property, profit, or benefit derived by the
4		member in the conduct or winding up of the company's
5		business or derived from a use by the member of the
6		company's property, including the appropriation of a
7		company's opportunity;
8		(2) to act fairly when a member deals with the company
9		in the conduct or winding up of the company's business as
10		or on behalf of a party having an interest adverse to the
11		company; and
12		(3) to refrain from competing with the company in the
13		conduct of the company's business before the dissolution of
14		the company.
15		(c) A member's duty of care to a member-managed company and
16		its other members in the conduct of and winding up of the
17		company's business is limited to refraining from engaging in
18		grossly negligent or reckless conduct, intentional misconduct,
19		or a knowing violation of law.
20		(d) A member shall discharge his or her duties to a
21		member-managed company and its other members under this Act or
22		under the operating agreement and exercise any rights
23		consistent with the obligation of good faith and fair dealing.
24		(e) A member of a member-managed company does not violate a
25		duty or obligation under this Act or under the operating
26		agreement merely because the member's conduct furthers the

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1		member's own interest.
2		(f) This Section applies to a person winding up the limited
3		liability company's business as the personal or legal
4		representative of the last surviving member as if the person
5		were a member.
6		(g) In a manager-managed company:
7		(1) a member who is not also a manager owes no duties
8		to the company or to the other members solely by reason of
9		being a member;
10		(2) a manager is held to the same standards of conduct
11		prescribed for members in subsections (b), (c), (d), and
12		(e) of this Section;
13		(3) a member who exercises some or all of the authority
14		of a manager and conduct of the company's business is held
15		to the standards of conduct in subsections (b), (c), (d),
16		and (e) of this Section to the extent that the member
17		exercises the managerial authority vested in a manager by
18		this Act; and
19		(4) a manager is relieved of liability imposed by law
20		for violations of the standards prescribed by subsections
21		(b), (c), (d), and (e) to the extent of the managerial
22		authority delegated to the members by the operating
23		agreement.
24		(Source: P.A. 95-331, eff. 8-21-07; 96-263, eff. 1-1-10.)
25		(805 ILCS 180/15-5)

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

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

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1		(8) eliminate, vary, or restrict the priority of a
2		statement of authority over provisions in the articles of
3		organization as provided in subsection (h) of Section
4		13-15;
5		(9) vary the law applicable under Section 1-65;
6		(10) vary the power of the court under Section 5-50; or
7		(11) restrict the right to approve a merger,
8		conversion, or domestication under Article 37 of a member
9		that will have personal liability with respect to a
10		surviving, converted, or domesticated organization.
11		(c) The operating agreement may:
12		(1) restrict or eliminate a fiduciary duty, other than
13		the duty of care described in subsection (c) of Section
14		15-3, but only to the extent the restriction or elimination
15		in the operating agreement is clear and unambiguous;
16		(2) identify specific types or categories of
17		activities that do not violate any fiduciary duty; and
18		(3) alter the duty of care, except to authorize
19		intentional misconduct or knowing violation of law.
20		(d) The operating agreement may specify the method by which
21		a specific act or transaction that would otherwise violate the
22		duty of loyalty may be authorized or ratified by one or more
23		disinterested and independent persons after full disclosure of
24		all material facts.
25		(e) The operating agreement may alter or eliminate the
26		right to payment or reimbursement for a member or manager

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

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1		(1) Any writing, without regard to whether the writing
2		otherwise constitutes an agreement, as to the company's
3		affairs signed by the sole member.
4		(2) Any written agreement between the member and the
5		company as to the company's affairs.
6		(3) Any agreement, which need not be in writing,
7		between the member and the company as to a company's
8		affairs, provided that the company is managed by a manager
9		who is a person other than the member.
10		(Source: P.A. 96-126, eff. 1-1-10.)
11		(805 ILCS 180/15-7)
12		Sec. 15-7. Member and manager's right to payments and
13		reimbursement and indemnification.
14		(a) A limited liability company shall reimburse a member or
15		manager for payments made and indemnify a member or manager for
16		debts, obligations, or other liabilities incurred by the member
17		or manager in the ordinary course of the member's or manager's
18		activities on behalf of the company, if, in making the payment
19		or incurring the debt, obligation, or other liability, the
20		member or manager complied with the duties stated in Sections
21		15-3 and 25-35 business of the company or for the preservation
22		of its business or property.
23		(b) A limited liability company shall reimburse a member
24		for an advance to the company beyond the amount of contribution
25		the member agreed to make.

SB0140 Engrossed - 39 - LRB099 03415 JLS 23423 b
1		(c) A payment or advance made by a member that gives rise
2		to an obligation of a limited liability company under
3		subsection (a) or (b) of this Section constitutes a loan to the
4		company upon which interest accrues from the date of the
5		payment or advance.
6		(d) A member is not entitled to remuneration for services
7		performed for a limited liability company, except for
8		reasonable compensation for services rendered in winding up the
9		business of the company.
10		(e) A limited liability company may purchase and maintain
11		insurance on behalf of a member or manager of the company
12		against liability asserted against or incurred by the member or
13		manager in that capacity or arising from that status even if,
14		under subsection (e) of Section 15-5, the operating agreement
15		could not eliminate or limit the person's liability to the
16		company for the conduct giving rise to the liability.
17		(Source: P.A. 90-424, eff. 1-1-98.)
18		(805 ILCS 180/20-1)
19		Sec. 20-1. Form of contribution. The contribution of a
20		member may be in cash, property, services rendered, or other
21		benefit, or a promissory note or other obligation to contribute
22		cash or property or to perform services.
23		(Source: P.A. 87-1062.)
24		(805 ILCS 180/20-5)

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

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1		(2) Loss of the member's ability to participate in the
2		management or operations of the limited liability company.
3		(3) Liquidated damages.
4		(4) Diluting, reducing, or eliminating the defaulting
5		member's proportionate interest in the company.
6		(5) Subordinating the defaulting member's right to
7		receive distributions to that of the nondefaulting
8		members.
9		(6) Permitting the forced sale of the defaulting
10		member's interest in the company.
11		(7) Permitting one or more nondefaulting members to
12		lend the amount necessary to meet the defaulting member's
13		commitment.
14		(8) Adjusting the interest rates or other rates of
15		return, preferred, priority or otherwise, with respect to
16		contributions by or capital accounts of the nondefaulting
17		members.
18		(9) Fixing the value of the defaulting member's
19		interest by appraisal or formula and the redemption or sale
20		of the defaulting member's interest at that value.
21		(Source: P.A. 90-424, eff. 1-1-98.)
22		(805 ILCS 180/25-35)
23		Sec. 25-35. Liability for unlawful distributions.
24		(a) Except as otherwise provided in subsections (b) and
25		(c), if a A member of a member-managed company or a member or

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

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1		was made in violation of Section 25-30, the articles of
2		organization, or the operating agreement is personally liable
3		to the company, but only to the extent that the distribution
4		received by the person member exceeded the amount that could
5		have been properly paid under Section 25-30.
6		(e) (c) A person member or manager against whom an action
7		is brought under this Section may implead in the action:
8		(1) all other members or managers who consented voted
9		for or assented to the distribution in violation of
10		subsection (a) of this Section and may compel contribution
11		from them; and
12		(2) all persons members who received a distribution in
13		violation of subsection (d) (b) of this Section and may
14		compel contribution from any person receiving such a
15		distribution the member in the amount received in violation
16		of subsection (d) (b) of this Section.
17		(f) (d) A proceeding under this Section is barred unless it
18		is commenced within 2 years after the distribution.
19		(Source: P.A. 90-424, eff. 1-1-98.)
20		(805 ILCS 180/Art. 30 heading)
21		Article 30. Transfer Assignment of Distributional Membership
22		Interests
23		(805 ILCS 180/30-5)
24		Sec. 30-5. Transfer of a distributional interest.

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1		(a) A transfer of a distributional interest in whole or in
2		part:
3		(1) does not by itself cause dissolution and winding up
4		of the limited liability company's activities; and
5		(2) is subject to Section 30-10.
6		(b) A transfer of a distributional interest does not
7		entitle the transferee to become or to exercise any rights of a
8		member. A transfer entitles the transferee to receive, to the
9		extent transferred, only the distributions to which the
10		transferor would be entitled.
11		(Source: P.A. 90-424, eff. 1-1-98.)
12		(805 ILCS 180/30-10)
13		Sec. 30-10. Rights of a transferee.
14		(a) A transferee of a distributional interest may become a
15		member of a limited liability company if and to the extent that
16		the transferor gives the transferee the right in accordance
17		with authority described in the operating agreement or all
18		other members consent.
19		(b) A transferee who has become a member, to the extent
20		transferred, has the rights and powers, and is subject to the
21		restrictions and liabilities, of a member under the operating
22		agreement of a limited liability company and this Act. A
23		transferee who becomes a member also is liable for the
24		transferor member's obligations to make contributions under
25		Section 20-5 and for obligations under Section 25-35 to return

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

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1		judicial determination that it is equitable to dissolve and
2		wind up the company's business.
3		(f) A limited liability company need not give effect to a
4		transfer until it has notice of the transfer.
5		(Source: P.A. 97-813, eff. 7-13-12.)
6		(805 ILCS 180/30-20)
7		Sec. 30-20. Rights of creditor.
8		(a) On application by a judgment creditor of a member or
9		transferee, a court may enter a charging order against the
10		distributional interest of the judgment debtor for the
11		unsatisfied amount of the judgment. A charging order
12		constitutes a lien on a judgment debtor's distributional
13		interest and requires the limited liability company to pay over
14		to the person to which the charging order was issued any
15		distribution that would otherwise be paid to the judgment
16		debtor. A charging order grants no other rights with respect to
17		the assets or affairs of the company On application by a
18		judgment creditor of a member of a limited liability company or
19		of a member's transferee, a court having jurisdiction may
20		charge the distributional interest of the judgment debtor to
21		satisfy the judgment. The court may appoint a receiver of the
22		share of the distributions due or to become due to the judgment
23		debtor and make all other orders, directions, accounts, and
24		inquiries the judgment debtor might have made or which the
25		circumstances may require to give effect to the charging order.

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1		(b) To the extent necessary to effectuate the collection of
2		distributions pursuant to a charging order in effect under
3		subsection (a), the court may:
4		(1) appoint a receiver of the distributions subject to
5		the charging order, with the power to make all inquiries
6		the judgment debtor might have made; and
7		(2) make all other orders necessary to give effect to
8		the charging order. A charging order constitutes a lien on
9		the judgment debtor's distributional interest. The court
10		may order a foreclosure of a lien on a distributional
11		interest subject to the charging order at any time. A
12		purchaser at the foreclosure sale has the rights of a
13		transferee.
14		(c) At any time the court may foreclose the lien and order
15		the sale of the distributional interest. The purchaser at the
16		foreclosure sale obtains only the distributional interest,
17		does not thereby become a member, and is subject to Section
18		30-10. At any time before foreclosure, a distributional
19		interest in a limited liability company that is charged may be
20		redeemed:
21		(1) by the judgment debtor;
22		(2) with property other than the company's property, by
23		one or more of the other members; or
24		(3) with the company's property, but only if permitted
25		by the operating agreement.
26		(d) At any time before foreclosure under subsection (c),

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

SB0140 Engrossed - 49 - LRB099 03415 JLS 23423 b
1		the lien shall be treated as a charging order subject to all
2		the provisions of this Section.
3		(Source: P.A. 90-424, eff. 1-1-98.)
4		(805 ILCS 180/30-25 new)
5		Sec. 30-25. Power of personal representative of deceased
6		member. If a member dies, the deceased member's personal
7		representative or other legal representative may exercise the
8		rights of a transferee provided in subsection (e) of Section
9		30-10 and, for the purposes of settling the estate, the rights
10		of a current member under Section 10-15.
11		(805 ILCS 180/35-1)
12		Sec. 35-1. Events causing dissolution and winding up of
13		company's business.
14		(a) A limited liability company is dissolved, and, unless
15		continued pursuant to subsection (b) of Section 35-3, its
16		business must be wound up, upon the occurrence of any of the
17		following events:
18		(1) An event or circumstance that causes the
19		dissolution of a company by the express terms of specified
20		in the operating agreement.
21		(2) The consent of all members Consent of the number or
22		percentage of members specified in the operating
23		agreement.
24		(3) The passage of 180 consecutive days during which

SB0140 Engrossed - 50 - LRB099 03415 JLS 23423 b
1		the company has no members An event that makes it unlawful
2		for all or substantially all of the business of the company
3		to be continued, but any cure of illegality within 90 days
4		after notice to the company of the event is effective
5		retroactively to the date of the event for purposes of this
6		Section.
7		(4) On application by a member or a dissociated member,
8		upon entry of a judicial decree that:
9		(A) the economic purpose of the company has been or
10		is likely to be unreasonably frustrated;
11		(B) the another member has engaged in conduct of
12		all or substantially all of relating to the company's
13		activities is unlawful business that makes it not
14		reasonably practicable to carry on the company's
15		business with that member;
16		(C) it is not otherwise reasonably practicable to
17		carry on the company's business in conformity with the
18		articles of organization and the operating agreement. ;
19		(5) On application by a member or transferee of a (D)
20		the company failed to purchase the petitioner's
21		distributional interest, upon entry of a judicial decree
22		that as required by Section 35-60; or (E) the managers or
23		those members in control of the company:
24		(A) have acted, are acting, or will act in a manner
25		that is illegal, oppressive, or fraudulent; or with
26		respect to the petitioner.

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1		(B) have acted or are acting in a manner that is
2		oppressive and was, is, or will be directly harmful to
3		the applicant.
4		(5) On application by a transferee of a member's
5		interest, a judicial determination that it is equitable to
6		wind up the company's business.
7		(6) Administrative dissolution under Section 35-25.
8		(b) In a proceeding under subdivision (4) or (5) of
9		subsection (a), the court may order a remedy other than
10		dissolution including, but not limited to, a buyout of the
11		applicant's membership interest.
12		(Source: P.A. 90-424, eff. 1-1-98.)
13		(805 ILCS 180/35-3)
14		Sec. 35-3. Limited liability company continues after
15		dissolution.
16		(a) Subject to subsections (b), and (c), and (d) of this
17		Section, a limited liability company continues after
18		dissolution only for the purpose of winding up its business.
19		(b) At any time after the dissolution of a limited
20		liability company and before the winding up of its business is
21		completed, the members, including a dissociated member whose
22		dissociation caused the dissolution, may unanimously waive the
23		right to have the company's business wound up and the company
24		terminated. In that case Any such waiver shall take effect
25		upon:

SB0140 Engrossed - 52 - LRB099 03415 JLS 23423 b
1		(1) (blank);
2		(2) (blank);
3		(3) the filing with the Secretary of State by the
4		limited liability company of all reports then due and
5		theretofore becoming due;
6		(4) the payment to the Secretary of State by the
7		limited liability company of all fees and penalties then
8		due and theretofore becoming due; and
9		(5) the filing of articles of revocation of dissolution
10		setting forth:
11		(A) the name of the limited liability company at
12		the time of filing the articles of dissolution;
13		(B) if the name is not available for use as
14		determined by the Secretary of State at the time of
15		filing the articles of revocation of dissolution, the
16		name of the limited liability company as changed,
17		provided that any change of name is properly effected
18		under Section 1-10 and Section 5-25 of this Act;
19		(C) the effective date of the dissolution that was
20		revoked;
21		(D) the date that the revocation of dissolution was
22		authorized;
23		(E) a statement that the members have unanimously
24		waived the right to have the company's business wound
25		up and the company terminated; and
26		(F) the address, including street and number or

SB0140 Engrossed - 53 - LRB099 03415 JLS 23423 b
1		rural route number, of the registered office of the
2		limited liability company upon revocation of
3		dissolution and the name of its registered agent at
4		that address upon the revocation of dissolution of the
5		limited liability company, provided that any change
6		from either the registered office or the registered
7		agent at the time of dissolution is properly reported
8		under Section 1-35 of this Act.
9		Upon compliance with the provisions of this subsection, the
10		Secretary of State shall file the articles of revocation of
11		dissolution. Upon filing of the articles of revocation of
12		dissolution:
13		(1) (i) the limited liability company resumes carrying
14		on its business as if dissolution had never occurred, and
15		any liability incurred by the limited liability company or
16		a member after the dissolution and before the waiver is
17		determined as if the dissolution had never occurred; and
18		(2) (ii) the rights of a third party accruing under
19		subsection (a) of Section 35-7 or arising out of conduct in
20		reliance on the dissolution before the third party knew or
21		received a notification of the waiver are not adversely
22		affected.
23		(c) If there are no members, the legal representative of
24		the last remaining member may, within one year after the
25		occurrence of the event that caused the dissociation of the
26		last remaining member, agree in writing to continue the limited

SB0140 Engrossed - 54 - LRB099 03415 JLS 23423 b
1		liability company. In that event, the legal representative or
2		its nominee or designee will be admitted to the company as a
3		member and the company will not be dissolved or its business
4		wound up until the occurrence of a future event of dissolution,
5		if any.
6		(d) This Section does not apply in the case of a
7		dissolution described in subdivision (4), (5), or (6) of
8		Section 35-1.
9		(c) Unless otherwise provided in the articles of
10		organization or the operating agreement, the limited liability
11		company is not dissolved and is not required to be wound up if:
12		(1) within 6 months or such period as is provided for
13		in the articles of organization or the operating agreement
14		after the occurrence of the event that caused the
15		dissociation of the last remaining member, the personal
16		representative of the last remaining member agrees in
17		writing to continue the limited liability company until the
18		admission of the personal representative of that member or
19		its nominee or designee to the limited liability company as
20		a member, effective as of the occurrence of the event that
21		caused the dissociation of the last remaining member,
22		provided that the articles of organization or the operating
23		agreement may provide that the personal representative of
24		the last remaining member shall be obligated to agree in
25		writing to continue the limited liability company and to
26		the admission of the personal representative of that member

SB0140 Engrossed - 55 - LRB099 03415 JLS 23423 b
1		or its nominee or designee to the limited liability company
2		as a member, effective as of the occurrence of the event
3		that caused the dissociation of the last remaining member;
4		or
5		(2) a member is admitted to the limited liability
6		company in the manner provided for in the articles of
7		organization or the operating agreement, effective as of
8		the occurrence of the event that caused the dissociation of
9		the last remaining member, within 6 months or such other
10		period as is provided for in the operating agreement after
11		the occurrence of the event that caused the dissociation of
12		the last remaining member, pursuant to a provision of the
13		articles of organization or the operating agreement that
14		specifically provides for the admission of a member to the
15		limited liability company after there is no longer a
16		remaining member of the limited liability company.
17		(Source: P.A. 98-720, eff. 7-16-14.)
18		(805 ILCS 180/35-4)
19		Sec. 35-4. Wind Right to wind up of limited liability
20		company's business.
21		(a) After dissolution, a member who has not wrongfully
22		dissociated may participate in winding up a limited liability
23		company's business, but on application of any member, member's
24		legal representative, or transferee, the Circuit Court, for
25		good cause shown, may order judicial supervision of the winding

SB0140 Engrossed - 56 - LRB099 03415 JLS 23423 b
1		up.
2		(b) If a dissolved limited liability company has no
3		members, the A legal representative of the last person to have
4		been a surviving member may wind up the a limited liability
5		company's business of the company. If the person does so, the
6		person has the powers of a sole manager under subsection (b) of
7		Section 15-1 and is deemed to be a manager for the purposes of
8		subsection (a) of Section 10-10.
9		(c) A person winding up a limited liability company's
10		business (1) may preserve the company's business or property as
11		a going concern for a reasonable time, prosecute and defend
12		actions and proceedings, whether civil, criminal, or
13		administrative, settle and close the company's business,
14		dispose of and transfer the company's property, settle disputes
15		by mediation or arbitration, and perform other acts necessary
16		or appropriate to winding up and (2) shall discharge the
17		company's debts, obligations, or other liabilities, settle and
18		close the company's business and marshal and distribute the
19		assets of the company pursuant to Section 35-10, settle
20		disputes by mediation or arbitration, and perform other
21		necessary acts.
22		(d) If the legal representative under subsection (b)
23		declines or fails to wind up the company's business, a person
24		may be appointed to do so by the consent of transferees owning
25		a majority of the rights to receive distributions as
26		transferees at the time the consent is to be effective. A

SB0140 Engrossed - 57 - LRB099 03415 JLS 23423 b
1		person appointed under this subsection:
2		(1) has the powers of a sole manager under subsection
3		(b) of Section 15-1 and is deemed to be a manager for the
4		purposes of subsection (a) of Section 10-10; and
5		(2) shall promptly deliver to the Secretary of State
6		for filing an amendment to the company's articles of
7		organization to:
8		(A) state that the company has no members;
9		(B) state that the person has been appointed
10		pursuant to this subsection to wind up the company; and
11		(C) provide the mailing addresses of the person.
12		(e) The circuit court may order judicial supervision of the
13		winding up of a dissolved limited liability company, including
14		the appointment of a person to wind up the company's business:
15		(1) on application of a member, if the applicant
16		establishes good cause;
17		(2) on the application of a transferee, if:
18		(A) the company does not have any members;
19		(B) the legal representative of the last person to
20		have been a member declines or fails to wind up the
21		company's business; and
22		(C) within a reasonable time following the
23		dissolution a person has not been appointed pursuant to
24		subsection (d); or
25		(3) in connection with a proceeding under subdivision
26		(4) of subsection (a) of Section 35-1.

SB0140 Engrossed - 58 - LRB099 03415 JLS 23423 b
1		(Source: P.A. 90-424, eff. 1-1-98.)
2		(805 ILCS 180/35-7)
3		Sec. 35-7. Member or manager's power and liability as agent
4		after dissolution.
5		(a) A limited liability company is bound by a member or
6		manager's act after dissolution that:
7		(1) is appropriate for winding up the company's
8		business; or
9		(2) would have bound the company under Section 13-5
10		before dissolution, if the other party to the transaction
11		did not have notice of the dissolution.
12		(b) A member or manager who, with knowledge of the
13		dissolution, subjects a limited liability company to liability
14		by an act that is not appropriate for winding up the company's
15		business is liable to the company for any damage caused to the
16		company arising from the liability.
17		(Source: P.A. 90-424, eff. 1-1-98.)
18		(805 ILCS 180/35-15)
19		Sec. 35-15. Statement Articles of termination dissolution.
20		When a all debts, liabilities, and obligations of the limited
21		liability company has been wound up, a statement of termination
22		have been paid and discharged or adequate provision has been
23		made therefor and all of the remaining property and assets of
24		the limited liability company have been distributed to the

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

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1		termination dissolution shall be delivered to the Secretary of
2		State. If the Secretary of State finds that the statement
3		articles of termination conforms dissolution conform to law, he
4		or she shall, when all required fees have been paid:
5		(1) endorse on each duplicate original the word "Filed"
6		and the date of the filing thereof; and
7		(2) file one duplicate original in his or her office.
8		(b) A duplicate original of the statement articles of
9		termination dissolution shall be returned to the
10		representative of the dissolved limited liability company.
11		Upon the filing of a statement the articles of termination
12		dissolution, the existence of the company shall terminate, and
13		its articles of organization shall be deemed cancelled, except
14		for the purpose of suits, other proceedings, and appropriate
15		action as provided in this Article. The manager or managers or
16		member or members at the time of termination, or those that
17		remain, shall thereafter be trustee for the members and
18		creditors of the terminated company and, in that capacity,
19		shall have authority to convey or distribute any company
20		property discovered after termination and take any other action
21		that may be necessary on behalf of and in the name of the
22		terminated company.
23		(Source: P.A. 90-424, eff. 1-1-98.)
24		(805 ILCS 180/35-37 new)
25		Sec. 35-37. Administrative dissolution; limited liability

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

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

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

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1		otherwise become incapable of performing the member's
2		duties under the operating agreement.
3		(9) In the case of a member that is a trust or is acting as
4		a member by virtue of being a trustee of a trust, distribution
5		of the trust's entire rights to receive distributions from the
6		company, but not merely by reason of the substitution of a
7		successor trustee.
8		(10) In the case of a member that is an estate or is acting
9		as a member by virtue of being a personal representative of an
10		estate, distribution of the estate's entire rights to receive
11		distributions from the company, but not merely the substitution
12		of a successor personal representative.
13		(11) Termination of the existence of a member if the member
14		is not an individual, estate, or trust other than a business
15		trust.
16		(12) In the case of a company that participates in a merger
17		under Article 37, if:
18		(A) the company is not the surviving entity; or
19		(B) otherwise as a result of the merger, the person
20		ceases to be a member.
21		(13) The company participates in a conversion under Article
22		37.
23		(14) The company participates in a domestication under
24		Article 37, if, as a result, the person ceases to be a member.
25		(Source: P.A. 90-424, eff. 1-1-98.)

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1		(805 ILCS 180/35-55)
2		Sec. 35-55. Effect of member's dissociation.
3		(a) Upon a member's dissociation the company must cause the
4		dissociated member's distributional interest to be purchased
5		under Section 35-60. (b) Upon a member's dissociation from a
6		limited liability company:
7		(1) the member's right to participate in the management
8		and conduct of the company's business terminates, except as
9		otherwise provided in Section 35-4, and the member ceases
10		to be a member and is treated the same as a transferee of a
11		member;
12		(2) the member's fiduciary duties terminate, except as
13		provided in subdivision (3) of this subsection (a) (b); and
14		(3) the member's duty of loyalty under subdivisions (1)
15		and (2) of subsection (b) of Section 15-3 and duty of care
16		under subsection (c) of Section 15-3 continue only with
17		regard to matters arising and events occurring before the
18		member's dissociation, unless the member participates in
19		winding up the company's business pursuant to Section 35-4;
20		and .
21		(4) subject to Section 30-25 and Article 37, any
22		distributional interest owned by the person immediately
23		before dissociation in the person's capacity as a member is
24		owned by the person solely as a transferee.
25		(b) A person's dissociation as a member of a limited
26		liability company does not of itself discharge the person from

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1		any debt, obligation, or other liability to the company or the
2		other members which the person incurred while a member.
3		(Source: P.A. 90-424, eff. 1-1-98.)
4		(805 ILCS 180/Art. 37 heading)
5		Article 37. Conversions, domestications, mergers, and series
6		(Source: P.A. 97-839, eff. 7-20-12.)
7		(805 ILCS 180/37-5)
8		Sec. 37-5. Definitions. In this Article:
9		"Constituent limited liability company" means a
10		constituent organization that is a limited liability company.
11		"Constituent organization" means an organization that is
12		party to a merger.
13		"Converted organization" means the organization into which
14		a converting organization converts pursuant to Sections 37-10
15		through 37-17.
16		"Converting limited liability company" means a converting
17		organization that is a limited liability company.
18		"Converting organization" means an organization that
19		converts into another organization pursuant to Sections 37-10
20		through 37-17.
21		"Domesticated company" means the company that exists after
22		a domesticating foreign limited liability company or limited
23		liability company effects a domestication pursuant to Sections
24		37-31 through 37-34.

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

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1		governing statute, or comparable records as provided in its
2		governing statute; and
3		(6) for any other organization, the basic records that
4		create the organization and determine its internal
5		governance and the relations among the persons that own it,
6		have an interest in it, or are members of it.
7		"Personal liability" means liability for a debt,
8		obligation, or other liability of an organization which is
9		imposed on a person that co-owns, has an interest in, or is a
10		member of the organization:
11		(1) by the governing statute solely by reason of the
12		person co-owning, having an interest in, or being a member
13		of the organization; or
14		(2) by the organization's organizational documents
15		under a provision of the governing statute authorizing
16		those documents to make one or more specified persons
17		liable for all or specified debts, obligations, or other
18		liabilities of the organization solely by reason of the
19		person or persons co-owning, having an interest in, or
20		being a member of the organization.
21		"Surviving organization" means an organization into which
22		one or more other organizations are merged, whether the
23		organization preexisted the merger or was created by the
24		merger.
25		"Corporation" means (i) a corporation under the Business
26		Corporation Act of 1983, a predecessor law, or comparable law

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

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

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

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1		(4) In the case of a limited partnership, a statement
2		that the certificate of limited partnership shall be
3		canceled as of the date the conversion took effect.
4		(e) In the case of a limited partnership, the filing of
5		articles of organization under subsection (d) of this Section
6		cancels its certificate of limited partnership as of the date
7		the conversion took effect.
8		(f) A conversion takes effect when the articles of
9		organization are filed in the office of the Secretary of State
10		or on a date specified in the articles of organization not
11		later than 30 days subsequent to the filing of the articles of
12		organization.
13		(g) A general partner who becomes a member of a limited
14		liability company as a result of a conversion remains liable as
15		a partner for an obligation incurred by the partnership or
16		limited partnership before the conversion takes effect.
17		(h) A general partner's liability for all obligations of
18		the limited liability company incurred after the conversion
19		takes effect is that of a member of the company. A limited
20		partner who becomes a member as a result of a conversion
21		remains liable only to the extent the limited partner was
22		liable for an obligation incurred by the limited partnership
23		before the conversion takes effect.
24		(Source: P.A. 90-424, eff. 1-1-98.)
25		(805 ILCS 180/37-15)

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

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

SB0140 Engrossed - 75 - LRB099 03415 JLS 23423 b
1		Sec. 37-16. Action on plan of conversion by converting
2		limited liability company.
3		(a) Subject to Section 37-36, a plan of conversion must be
4		consented to by all the members of a converting limited
5		liability company.
6		(b) Subject to Section 37-36 and any contractual rights,
7		after a conversion is approved, and at any time before a filing
8		is made under Section 37-17, a converting limited liability
9		company may amend the plan or abandon the conversion:
10		(1) as provided in the plan; or
11		(2) except as otherwise prohibited in the plan, by the
12		same consent as was required to approve the plan.
13		(805 ILCS 180/37-17 new)
14		Sec. 37-17. Filings required for conversion; effective
15		date.
16		(a) After a plan of conversion is approved:
17		(1) a converting limited liability company shall
18		deliver to the Secretary of State for filing articles of
19		conversion, which must be executed as provided in Section
20		5-45 and must include:
21		(A) a statement that the limited liability company
22		has been converted into another organization;
23		(B) the name and form of the organization and the
24		jurisdiction of its governing statute;
25		(C) the date the conversion is effective under the

SB0140 Engrossed - 76 - LRB099 03415 JLS 23423 b
1		governing statute of the converted organization;
2		(D) a statement that the conversion was approved as
3		required by this Act;
4		(E) a statement that the conversion was approved as
5		required by the governing statute of the converted
6		organization; and
7		(F) if the converted organization is a foreign
8		organization not authorized to transact business in
9		this State, the street and mailing addresses of an
10		office which the Secretary of State may use for the
11		purposes of subsection (c) of Section 37-15; and
12		(2) if the converting organization is not a converting
13		limited liability company, the converting organization
14		shall deliver to the Secretary of State for filing,
15		articles of organization, which must include, in addition
16		to the information required by Section 5-5:
17		(A) a statement that the converted organization
18		was converted from another organization;
19		(B) the name and form of the converting
20		organization and the jurisdiction of its governing
21		statute; and
22		(C) a statement that the conversion was approved in
23		a manner that complied with the converting
24		organization's governing statute.
25		(b) A conversion becomes effective:
26		(1) if the converted organization is a limited

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

SB0140 Engrossed - 78 - LRB099 03415 JLS 23423 b
1		foreign entity.
2		(b) A plan of merger must be in a record and must include
3		set forth all of the following:
4		(1) the The name and form of each constituent
5		organization; entity that is a party to the merger.
6		(2) the The name and form of the surviving organization
7		and, if the surviving organization is to be created by the
8		merger, a statement to that effect; entity into which the
9		other entities will merge.
10		(3) The type of organization of the surviving entity.
11		(3) the (4) The terms and conditions of the merger,
12		including the . (5) The manner and basis for converting the
13		interests in each constituent organization into any
14		combination of money, shares, obligations, or other
15		securities of each party to the merger into interests in ,
16		shares, obligations, or other securities of the surviving
17		organization, and other consideration; entity, or into
18		money or other property in whole or in part.
19		(4) if the surviving organization is to be created by
20		the merger, the surviving organization's organizational
21		documents that are proposed to be in a record; and
22		(5) if the surviving organization is not to be created
23		by the merger, any amendments to be made by the merger to
24		the surviving organization's organizational documents that
25		are, or are proposed to be, in a record.
26		(6) The street address of the surviving entity's

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1		principal place of business.
2		(c) A plan of merger must be approved:
3		(1) in the case of a limited liability company that is
4		a party to the merger, by all of the members or by a number
5		or percentage of members specified in the operating
6		agreement;
7		(2) in the case of a foreign limited liability company
8		that is a party to the merger, by the vote required for
9		approval of a merger by the law of the state or foreign
10		jurisdiction in which the foreign limited liability
11		company is organized;
12		(3) in the case of a partnership or domestic limited
13		partnership that is a party to the merger, by the vote
14		required for approval of a conversion under Section
15		37-5(b); and
16		(4) in the case of any other entities that are parties
17		to the merger, by the vote required for approval of a
18		merger by the law of this State or of the state or foreign
19		jurisdiction in which the entity is organized and, in the
20		absence of such a requirement, by all the owners of
21		interests in the entity.
22		(d) After a plan of merger is approved and before the
23		merger takes effect, the plan may be amended or abandoned as
24		provided in the plan.
25		(e) The merger is effective upon the filing of the articles
26		of merger with the Secretary of State, or a later date as

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1		specified in the articles of merger not later than 30 days
2		subsequent to the filing of the plan of merger under Section
3		37-25.
4		(Source: P.A. 90-424, eff. 1-1-98.)
5		(805 ILCS 180/37-21 new)
6		Sec. 37-21. Action on plan of merger by constituent limited
7		liability company.
8		(a) Subject to Section 37-36, a plan of merger must be
9		consented to by all the members of a constituent limited
10		liability company.
11		(b) Subject to Section 37-36 and any contractual rights,
12		after a merger is approved and at any time before articles of
13		merger are delivered to the Secretary of State for filing under
14		Section 37-25, a constituent limited liability company may
15		amend the plan or abandon the merger:
16		(1) as provided in the plan; or
17		(2) except as otherwise prohibited in the plan, with
18		the same consent as was required to approve the plan.
19		(805 ILCS 180/37-25)
20		Sec. 37-25. Articles of merger.
21		(a) After each constituent organization has approved a
22		approval of the plan of merger under Section 37-20, unless the
23		merger is abandoned under subsection (d) of Section 37-20,
24		articles of merger must be signed on behalf of:

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

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

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

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

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

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

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1		company and other entity that is a party to the merger,
2		other than the surviving entity, terminates;
3		(2) all property owned by each of the limited liability
4		companies and other entities that are party to the merger
5		vests in the surviving entity;
6		(3) all debts, liabilities, and other obligations of
7		each limited liability company and other entity that is
8		party to the merger become the obligations of the surviving
9		entity;
10		(4) an action or proceeding pending by or against a
11		limited liability company or other party to a merger may be
12		continued as if the merger had not occurred or the
13		surviving entity may be substituted as a party to the
14		action or proceeding; and
15		(5) except as prohibited by other law, all the rights,
16		privileges, immunities, powers, and purposes of every
17		limited liability company and other entity that is a party
18		to a merger vest in the surviving entity.
19		(b) The Secretary of State is an agent for service of
20		process in an action or proceeding against the surviving
21		foreign entity to enforce an obligation of any party to a
22		merger if the surviving foreign entity fails to appoint or
23		maintain an agent designated for service of process in this
24		State or the agent for service of process cannot with
25		reasonable diligence be found at the designated office. Service
26		is effected under this subsection (b) at the earliest of:

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1		(1) the date the company receives the process, notice,
2		or demand;
3		(2) the date shown on the return receipt, if signed on
4		behalf of the company; or
5		(3) 5 days after its deposit in the mail, if mailed
6		postpaid and correctly addressed.
7		(c) Service under subsection (b) of this Section shall be
8		made by the person instituting the action by doing all of the
9		following:
10		(1) Serving on the Secretary of State, or on any
11		employee having responsibility for administering this Act,
12		a copy of the process, notice, or demand, together with any
13		papers required by law to be delivered in connection with
14		service and paying the fee prescribed by Article 50 of this
15		Act.
16		(2) Transmitting notice of the service on the Secretary
17		of State and a copy of the process, notice, or demand and
18		accompanying papers to the surviving entity being served,
19		by registered or certified mail at the address set forth in
20		the articles of merger.
21		(3) Attaching an affidavit of compliance with this
22		Section, in substantially the form that the Secretary of
23		State may by rule prescribe, to the process, notice, or
24		demand.
25		(d) Nothing contained in this Section shall limit or affect
26		the right to serve any process, notice, or demand required or

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1		permitted by law to be served upon a limited liability company
2		in any other manner now or hereafter permitted by law.
3		(e) A member of the surviving limited liability company is
4		liable for all obligations of a party to the merger for which
5		the member was personally liable before the merger.
6		(f) Unless otherwise agreed, a merger of a limited
7		liability company that is not the surviving entity in the
8		merger does not require the limited liability company to wind
9		up its business under this Act or pay its liabilities and
10		distribute its assets under this Act.
11		(Source: P.A. 90-424, eff. 1-1-98.)
12		(805 ILCS 180/37-31 new)
13		Sec. 37-31. Domestication.
14		(a) A foreign limited liability company may become a
15		limited liability company pursuant to this Section, Sections
16		37-32, 37-33, and 37-34, and a plan of domestication, if:
17		(1) the foreign limited liability company's governing
18		statute authorizes the domestication;
19		(2) the domestication is not prohibited by the law of
20		the jurisdiction that enacted the governing statute; and
21		(3) the foreign limited liability company complies
22		with its governing statute in effecting the domestication.
23		(b) A limited liability company may become a foreign
24		limited liability company pursuant to this Section, Sections
25		37-32, 37-33, and 37-34, and a plan of domestication, if:

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1		(1) the foreign limited liability company's governing
2		statute authorizes the domestication;
3		(2) the domestication is not prohibited by the law of
4		the jurisdiction that enacted the governing statute; and
5		(3) the foreign limited liability company complies
6		with its governing statute in effecting the domestication.
7		(c) A plan of domestication must be in a record and must
8		include:
9		(1) the name of the domesticating company before
10		domestication and the jurisdiction of its governing
11		statute;
12		(2) the name of the domesticated company after
13		domestication and the jurisdiction of its governing
14		statute;
15		(3) the terms and conditions of the domestication,
16		including the manner and basis for converting interests in
17		the domesticating company into any combination of money,
18		interests in the domesticated company, and other
19		consideration; and
20		(4) the organizational documents of the domesticated
21		company that are, or are proposed to be, in a record.
22		(805 ILCS 180/37-32 new)
23		Sec. 37-32. Action on plan of domestication by
24		domesticating limited liability company.
25		(a) A plan of domestication must be consented to:

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1		(1) by all the members, subject to Section 37-36, if
2		the domesticating company is a limited liability company;
3		and
4		(2) as provided in the domesticating company's
5		governing statute, if the company is a foreign limited
6		liability company.
7		(b) Subject to any contractual rights, after a
8		domestication is approved, and at any time before articles of
9		domestication are delivered to the Secretary of State for
10		filing under Section 37-33, a domesticating limited liability
11		company may amend the plan or abandon the domestication:
12		(1) as provided in the plan; or
13		(2) except as otherwise prohibited in the plan, by the
14		same consent as was required to approve the plan.
15		(805 ILCS 180/37-33 new)
16		Sec. 37-33. Filings required for domestication; effective
17		date.
18		(a) After a plan of domestication is approved, a
19		domesticating company shall deliver to the Secretary of State
20		for filing articles of domestication, which must include:
21		(1) a statement, as the case may be, that the company
22		has been domesticated from or into another jurisdiction;
23		(2) the name of the domesticating company and the
24		jurisdiction of its governing statute;
25		(3) the name of the domesticated company and the

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

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1		Sec. 37-34. Effect of domestication.
2		(a) When a domestication takes effect:
3		(1) the domesticated company is for all purposes the
4		company that existed before the domestication;
5		(2) all property owned by the domesticating company
6		remains vested in the domesticated company;
7		(3) all debts, obligations, or other liabilities of the
8		domesticating company continue as debts, obligations, or
9		other liabilities of the domesticated company;
10		(4) an action or proceeding pending by or against a
11		domesticating company may be continued as if the
12		domestication had not occurred;
13		(5) except as prohibited by other law, all of the
14		rights, privileges, immunities, powers, and purposes of
15		the domesticating company remain vested in the
16		domesticated company;
17		(6) except as otherwise provided in the plan of
18		domestication, the terms and conditions of the plan of
19		domestication take effect; and
20		(7) except as otherwise agreed, the domestication does
21		not dissolve a domesticating limited liability company for
22		the purposes of Article 35.
23		(b) A domesticated company that is a foreign limited
24		liability company consents to the jurisdiction of the courts of
25		this State to enforce any debt, obligation, or other liability
26		owed by the domesticating company, if, before the

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1		domestication, the domesticating company was subject to suit in
2		this State on the debt, obligation, or other liability. A
3		domesticated company that is a foreign limited liability
4		company and not authorized to transact business in this State
5		appoints the Secretary of State as its agent for service of
6		process for purposes of enforcing a debt, obligation, or other
7		liability under this subsection. Service on the Secretary of
8		State under this subsection must be made in the same manner and
9		has the same consequences as in subsections (b) and (c) of
10		Section 1-50.
11		(c) If a limited liability company has adopted and approved
12		a plan of domestication under Section 37-32 providing for the
13		company to be domesticated in a foreign jurisdiction, a
14		statement surrendering the company's articles of organization
15		must be delivered to the Secretary of State for filing setting
16		forth:
17		(1) the name of the company;
18		(2) a statement that the articles of organization are
19		being surrendered in connection with the domestication of
20		the company in a foreign jurisdiction;
21		(3) a statement that the domestication was approved as
22		required by this Act; and
23		(4) the jurisdiction of formation of the domesticated
24		foreign limited liability company.
25		(d) A domesticated company that is a foreign limited
26		liability company may not do business in this State until an

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1		application for that authority is filed with the Secretary of
2		State.
3		(805 ILCS 180/37-36 new)
4		Sec. 37-36. Restrictions on approval of mergers and
5		conversions.
6		(a) If a member of a merging or converting limited
7		liability company will have personal liability with respect to
8		a surviving or converted organization, approval or amendment of
9		a plan of merger or conversion is ineffective without the
10		consent of the member, unless:
11		(1) the company's operating agreement provides for
12		approval of a merger or conversion with the consent of
13		fewer than all the members; and
14		(2) the member has consented to the provision of the
15		operating agreement.
16		(b) A member does not give the consent required by
17		subsection (a) merely by consenting to a provision of the
18		operating agreement that permits the operating agreement to be
19		amended with the consent of fewer than all the members.
20		(805 ILCS 180/37-40)
21		Sec. 37-40. Series of members, managers or limited
22		liability company interests.
23		(a) An operating agreement may establish or provide for the
24		establishment of designated series of members, managers or

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1		limited liability company interests having separate rights,
2		powers or duties with respect to specified property or
3		obligations of the limited liability company or profits and
4		losses associated with specified property or obligations, and
5		to the extent provided in the operating agreement, any such
6		series may have a separate business purpose or investment
7		objective.
8		(b) Notwithstanding anything to the contrary set forth in
9		this Section or under other applicable law, in the event that
10		an operating agreement creates one or more series, and if
11		separate and distinct records are maintained for any such
12		series and the assets associated with any such series are held
13		(directly or indirectly, including through a nominee or
14		otherwise) and accounted for separately from the other assets
15		of the limited liability company, or any other series thereof,
16		and if the operating agreement so provides, and notice of the
17		limitation on liabilities of a series as referenced in this
18		subsection is set forth in the articles of organization of the
19		limited liability company and if the limited liability company
20		has filed a certificate of designation for each series which is
21		to have limited liability under this Section, then the debts,
22		liabilities and obligations incurred, contracted for or
23		otherwise existing with respect to a particular series shall be
24		enforceable against the assets of such series only, and not
25		against the assets of the limited liability company generally
26		or any other series thereof, and unless otherwise provided in

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1		the operating agreement, none of the debts, liabilities,
2		obligations and expenses incurred, contracted for or otherwise
3		existing with respect to the limited liability company
4		generally or any other series thereof shall be enforceable
5		against the assets of such series. The fact that the articles
6		of organization contain the foregoing notice of the limitation
7		on liabilities of a series and a certificate of designation for
8		a series is on file in the Office of the Secretary of State
9		shall constitute notice of such limitation on liabilities of a
10		series. A series with limited liability shall be treated as a
11		separate entity to the extent set forth in the articles of
12		organization. Each series with limited liability may, in its
13		own name, contract, hold title to assets, grant security
14		interests, sue and be sued and otherwise conduct business and
15		exercise the powers of a limited liability company under this
16		Act. The limited liability company and any of its series may
17		elect to consolidate their operations as a single taxpayer to
18		the extent permitted under applicable law, elect to work
19		cooperatively, elect to contract jointly or elect to be treated
20		as a single business for purposes of qualification to do
21		business in this or any other state. Such elections shall not
22		affect the limitation of liability set forth in this Section
23		except to the extent that the series have specifically accepted
24		joint liability by contract.
25		(c) Except in the case of a foreign limited liability
26		company that has adopted an assumed name pursuant to Section

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1		45-15, the name of the series with limited liability must
2		commence with the entire name of the limited liability company,
3		as set forth in its articles of organization incorporation, and
4		be distinguishable from the names of the other series set forth
5		in the articles of organization. In the case of a foreign
6		limited liability company that has adopted an assumed name
7		pursuant to Section 45-15, the name of the series with limited
8		liability must commence with the entire name, as set forth in
9		the foreign limited liability company's assumed name
10		application, under which the foreign limited liability company
11		has been admitted to transact business in this State.
12		(d) Upon the filing of the certificate of designation with
13		the Secretary of State setting forth the name of each series
14		with limited liability, the series' existence shall begin, and
15		each of the duplicate copies stamped "Filed" and marked with
16		the filing date shall be conclusive evidence, except as against
17		the State, that all conditions precedent required to be
18		performed have been complied with and that the series has been
19		or shall be legally organized and formed under this Act. If
20		different from the limited liability company, the certificate
21		of designation for each series shall list the name and business
22		address of all names of the members if the series is member
23		managed or the names of the managers and any member having the
24		authority of a if the series is manager managed. The name of a
25		series with limited liability under subsection (b) of this
26		Section may be changed by filing with the Secretary of State a

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1		certificate of designation identifying the series whose name is
2		being changed and the new name of such series. If not the same
3		as the limited liability company, the name and business address
4		of all names of the members of a member managed series or of
5		the managers and any member having the authority of a manager
6		managed series may be changed by filing a new certificate of
7		designation with the Secretary of State. A series with limited
8		liability under subsection (b) of this Section may be dissolved
9		by filing with the Secretary of State a certificate of
10		designation identifying the series being dissolved or by the
11		dissolution of the limited liability company as provided in
12		subsection (m) of this Section. Certificates of designation may
13		be executed by the limited liability company or any manager,
14		person or entity designated in the operating agreement for the
15		limited liability company.
16		(e) A series of a limited liability company will be deemed
17		to be in good standing as long as the limited liability company
18		is in good standing.
19		(f) The registered agent and registered office for the
20		limited liability company in Illinois shall serve as the agent
21		and office for service of process in Illinois for each series.
22		(g) An operating agreement may provide for classes or
23		groups of members or managers associated with a series having
24		such relative rights, powers and duties as the operating
25		agreement may provide, and may make provision for the future
26		creation of additional classes or groups of members or managers

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1		associated with the series having such relative rights, powers
2		and duties as may from time to time be established, including
3		rights, powers and duties senior to existing classes and groups
4		of members or managers associated with the series.
5		(h) A series may be managed by either the member or members
6		associated with the series or by a manager or managers chosen
7		by the members of such series, as provided in the operating
8		agreement. Unless otherwise provided in an operating
9		agreement, the management of a series shall be vested in the
10		members associated with such series.
11		(i) An operating agreement may grant to all or certain
12		identified members or managers or a specified class or group of
13		the members or managers associated with a series the right to
14		vote separately or with all or any class or group of the
15		members or managers associated with the series, on any matter.
16		An operating agreement may provide that any member or class or
17		group of members associated with a series shall have no voting
18		rights.
19		(j) Except to the extent modified in this Section, the
20		provisions of this Act which are generally applicable to
21		limited liability companies, their managers, members and
22		transferees shall be applicable to each particular series with
23		respect to the operation of such series.
24		(k) Except as otherwise provided in an operating agreement,
25		any event under this Act or in an operating agreement that
26		causes a manager to cease to be a manager with respect to a

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1		series shall not, in itself, cause such manager to cease to be
2		a manager of the limited liability company or with respect to
3		any other series thereof.
4		(l) Except as otherwise provided in an operating agreement,
5		any event under this Act or an operating agreement that causes
6		a member to cease to be associated with a series shall not, in
7		itself, cause such member to cease to be associated with any
8		other series or terminate the continued membership of a member
9		in the limited liability company or cause the termination of
10		the series, regardless of whether such member was the last
11		remaining member associated with such series.
12		(m) Except to the extent otherwise provided in the
13		operating agreement, a series may be dissolved and its affairs
14		wound up without causing the dissolution of the limited
15		liability company. The dissolution of a series established in
16		accordance with subsection (b) of this Section shall not affect
17		the limitation on liabilities of such series provided by
18		subsection (b) of this Section. A series is terminated and its
19		affairs shall be wound up upon the dissolution of the limited
20		liability company under Article 35 of this Act.
21		(n) If a limited liability company with the ability to
22		establish series does not register to do business in a foreign
23		jurisdiction for itself and certain of its series, a series of
24		a limited liability company may itself register to do business
25		as a limited liability company in the foreign jurisdiction in
26		accordance with the laws of the foreign jurisdiction.

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1		(o) If a foreign limited liability company, as permitted in
2		the jurisdiction of its organization, has established a series
3		having separate rights, powers or duties and has limited the
4		liabilities of such series so that the debts, liabilities and
5		obligations incurred, contracted for or otherwise existing
6		with respect to a particular series are enforceable against the
7		assets of such series only, and not against the assets of the
8		limited liability company generally or any other series
9		thereof, or so that the debts, liabilities, obligations and
10		expenses incurred, contracted for or otherwise existing with
11		respect to the limited liability company generally or any other
12		series thereof are not enforceable against the assets of such
13		series, then the limited liability company, on behalf of itself
14		or any of its series, or any of its series on their own behalf
15		may register to do business in the State in accordance with
16		Section 45-5 of this Act. The limitation of liability shall be
17		so stated on the application for admission as a foreign limited
18		liability company and a certificate of designation shall be
19		filed for each series being registered to do business in the
20		State by the limited liability company. Unless otherwise
21		provided in the operating agreement, the debts, liabilities and
22		obligations incurred, contracted for or otherwise existing
23		with respect to a particular series of such a foreign limited
24		liability company shall be enforceable against the assets of
25		such series only, and not against the assets of the foreign
26		limited liability company generally or any other series thereof

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1		and none of the debts, liabilities, obligations and expenses
2		incurred, contracted for or otherwise existing with respect to
3		such a foreign limited liability company generally or any other
4		series thereof shall be enforceable against the assets of such
5		series.
6		(Source: P.A. 98-720, eff. 7-16-14.)
7		(805 ILCS 180/50-1)
8		Sec. 50-1. Annual reports.
9		(a) Each limited liability company organized under the laws
10		of this State and each foreign limited liability company
11		admitted to transact business in this State shall file, within
12		the time prescribed by this Act, an annual report setting forth
13		all of the following:
14		(1) The name of the limited liability company.
15		(2) The address, including street and number or rural
16		route number, of its registered office in this State and
17		the name of its registered agent at that address.
18		(3) The address, including street and number or rural
19		route number of its principal place of business.
20		(4) The name names and business address addresses of
21		all of the its managers and any member having the authority
22		of a manager or, if none, the members.
23		(5) Additional information that may be necessary or
24		appropriate in order to enable the Secretary of State to
25		administer this Act and to verify the proper amount of fees

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1		payable by the limited liability company.
2		(6) The annual report shall be made on forms prescribed
3		and furnished by the Secretary of State, and the
4		information therein, required by paragraphs (1) through
5		(4) of subsection (a), both inclusive, shall be given as of
6		the date of execution of the annual report. The annual
7		report shall be executed by a manager or, if none, a member
8		designated by the members pursuant to limited liability
9		company action properly taken under Section 15-1.
10		(b) The annual report, together with all fees and charges
11		prescribed by this Act, shall be delivered to the Secretary of
12		State within 60 days immediately preceding the first day of the
13		anniversary month. Proof to the satisfaction of the Secretary
14		of State that, before the first day of the anniversary month of
15		the limited liability company, the report, together with all
16		fees and charges as prescribed by this Act, was deposited in
17		the United States mail in a sealed envelope, properly
18		addressed, with postage prepaid, shall be deemed a compliance
19		with this requirement. If the Secretary of State finds that the
20		report conforms to the requirements of this Act, he or she
21		shall file it. If the Secretary of State finds that it does not
22		so conform, he or she shall promptly return it to the limited
23		liability company for any necessary corrections, in which event
24		the penalties prescribed for failure to file the report within
25		the time provided shall not apply if the report is corrected to
26		conform to the requirements of this Act and returned to the

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1		Secretary of State within 60 days of the original due date of
2		the report.
3		(Source: P.A. 90-424, eff. 1-1-98; 91-354, eff. 1-1-00.)
4		(805 ILCS 180/50-10)
5		Sec. 50-10. Fees.
6		(a) The Secretary of State shall charge and collect in
7		accordance with the provisions of this Act and rules
8		promulgated under its authority all of the following:
9		(1) Fees for filing documents.
10		(2) Miscellaneous charges.
11		(3) Fees for the sale of lists of filings and for
12		copies of any documents.
13		(b) The Secretary of State shall charge and collect for all
14		of the following:
15		(1) Filing articles of organization (domestic),
16		application for admission (foreign), and restated articles
17		of organization (domestic), $500. Notwithstanding the
18		foregoing, the fee for filing articles of organization
19		(domestic), application for admission (foreign), and
20		restated articles of organization (domestic) in connection
21		with a limited liability company with a series or the
22		ability to establish a series pursuant to Section 37-40 of
23		this Act is $750.
24		(2) Filing amendments (domestic or foreign) articles
25		of amendment or an amended application for admission, $150.

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1		(3) Filing a statement of termination articles of
2		dissolution or application for withdrawal, $25 $100.
3		(4) Filing an application to reserve a name, $300.
4		(5) Filing a notice of cancellation of a reserved name,
5		$100.
6		(6) Filing a notice of a transfer of a reserved name,
7		$100.
8		(7) Registration of a name, $300.
9		(8) Renewal of registration of a name, $100.
10		(9) Filing an application for use of an assumed name
11		under Section 1-20 of this Act, $150 for each year or part
12		thereof ending in 0 or 5, $120 for each year or part
13		thereof ending in 1 or 6, $90 for each year or part thereof
14		ending in 2 or 7, $60 for each year or part thereof ending
15		in 3 or 8, $30 for each year or part thereof ending in 4 or
16		9, and a renewal for each assumed name, $150.
17		(10) Filing an application for change or cancellation
18		of an assumed name, $100.
19		(11) Filing an annual report of a limited liability
20		company or foreign limited liability company, $250, if
21		filed as required by this Act, plus a penalty if
22		delinquent. Notwithstanding the foregoing, the fee for
23		filing an annual report of a limited liability company or
24		foreign limited liability company with ability to
25		establish series is $250 plus $50 for each series for which
26		a certificate of designation has been filed pursuant to

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1		Section 37-40 of this Act and is in effect active on the
2		last day of the third month preceding the company's
3		anniversary month, plus a penalty if delinquent.
4		(12) Filing an application for reinstatement of a
5		limited liability company or foreign limited liability
6		company $500.
7		(13) Filing articles Articles of merger Merger, $100
8		plus $50 for each party to the merger in excess of the
9		first 2 parties.
10		(14) Filing articles of conversion an Agreement of
11		Conversion or Statement of Conversion, $100.
12		(15) Filing a statement of change of address of
13		registered office or change of registered agent, or both,
14		or filing a statement of correction, $25.
15		(16) Filing a petition for refund, $15.
16		(17) Filing a certificate of designation of a limited
17		liability company with a series pursuant to Section 37-40
18		of this Act, $50.
19		(18) Filing articles of domestication, $100.
20		(19) Filing, amending, or cancelling a statement of
21		authority, $50.
22		(20) Filing, amending, or cancelling a statement of
23		denial, $10.
24		(21) (17) Filing any other document, $100.
25		(18) Filing a certificate of designation of a limited
26		liability company with the ability to establish series

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1		pursuant to Section 37-40 of this Act, $50.
2		(c) The Secretary of State shall charge and collect all of
3		the following:
4		(1) For furnishing a copy or certified copy of any
5		document, instrument, or paper relating to a limited
6		liability company or foreign limited liability company, or
7		for a certificate, $25.
8		(2) For the transfer of information by computer process
9		media to any purchaser, fees established by rule.
10		(Source: P.A. 97-839, eff. 7-20-12.)
11		(805 ILCS 180/55-1)
12		Sec. 55-1. Construction and application.
13		(a) This Act shall be so applied and construed to
14		effectuate its general purpose.
15		(b) Subject to subsection (b) of Section 15-5, it is the
16		policy of this Act to give maximum effect to the principles of
17		freedom of contract and to the enforceability of operating
18		agreements.
19		(c) Rules that statutes in derogation of the common law are
20		to be strictly construed shall have no application to this Act.
21		(d) Unless the context otherwise requires, as used in this
22		Act, the singular shall include the plural and the plural shall
23		include the singular. The use of any gender shall be applicable
24		to all genders. The captions contained in this Act are for
25		purposes of convenience only and shall not control or affect

SB0140 Engrossed - 109 - LRB099 03415 JLS 23423 b
1		the construction of this Act.
2		(Source: P.A. 87-1062.)
3		(805 ILCS 180/55-3 new)
4		Sec. 55-3. Relation to Electronic Signatures in Global and
5		National Commerce Act. This Act modifies, limits, and
6		supersedes the federal Electronic Signatures in Global and
7		National Commerce Act, 15 U.S.C. Section 7001 et seq., but does
8		not modify, limit, or supersede Section 101(c) of that Act, 15
9		U.S.C. Section 7001(c), or authorize electronic delivery of any
10		of the notices described in Section 103(b) of that Act, 15
11		U.S.C. Section 7003(b).
12		(805 ILCS 180/35-60 rep.)
13		(805 ILCS 180/35-65 rep.)
14		(805 ILCS 180/35-70 rep.)
15		Section 10. The Limited Liability Company Act is amended by
16		repealing Sections 35-60, 35-65, and 35-70.