(805 ILCS 180/35‑1) Sec. 35‑1. Events causing dissolution and winding up of company's business. A limited liability company is dissolved, and, unless continued pursuant to subsection (b) of Section 35‑3, its business must be wound up, upon the occurrence of any of the following events: (1) An event specified in the operating agreement. (2) Consent of the number or percentage of members specified in the operating agreement. (3) An event that makes it unlawful for all or substantially all of the business of the company to be continued, but any cure of illegality within 90 days after notice to the company of the event is effective retroactively to the date of the event for purposes of this Section. (4) On application by a member or a dissociated member, upon entry of a judicial decree that: (A) the economic purpose of the company is likely to
be unreasonably frustrated;
(B) another member has engaged in conduct relating
to the company's business that makes it not reasonably practicable to carry on the company's business with that member;
(C) it is not otherwise reasonably practicable to
carry on the company's business in conformity with the articles of organization and the operating agreement;
(D) the company failed to purchase the petitioner's
distributional interest as required by Section 35‑60; or
(E) the managers or members in control of the
company have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent with respect to the petitioner.
(5) On application by a transferee of a member's interest, a judicial determination that it is equitable to wind up the company's business. (6) Administrative dissolution under Section 35‑25. (Source: P.A. 90‑424, eff. 1‑1‑98.)
(805 ILCS 180/35‑3) Sec. 35‑3. Limited liability company continues after dissolution. (a) Subject to subsections (b) and (c) of this Section, a limited liability company continues after dissolution only for the purpose of winding up its business. (b) At any time after the dissolution of a limited liability company and before the winding up of its business is completed, the members, including a dissociated member whose dissociation caused the dissolution, may unanimously waive the right to have the company's business wound up and the company terminated. In that case: (1) the limited liability company resumes carrying
on its business as if dissolution had never occurred and any liability incurred by the company or a member after the dissolution and before the waiver is determined as if the dissolution had never occurred; and
(2) the rights of a third party accruing under
subsection (a) of Section 35‑7 or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver are not adversely affected.
(c) Unless otherwise provided in the articles of organization or the operating agreement, the limited liability company is not dissolved and is not required to be wound up if: (1) within 6 months or such period as is provided
for in the articles of organization or the operating agreement after the occurrence of the event that caused the dissociation of the last remaining member, the personal representative of the last remaining member agrees in writing to continue the limited liability company until the admission of the personal representative of that member or its nominee or designee to the limited liability company as a member, effective as of the occurrence of the event that caused the dissociation of the last remaining member, provided that the articles of organization or the operating agreement may provide that the personal representative of the last remaining member shall be obligated to agree in writing to continue the limited liability company and to the admission of the personal representative of that member or its nominee or designee to the limited liability company as a member, effective as of the occurrence of the event that caused the dissociation of the last remaining member; or
(2) a member is admitted to the limited liability
company in the manner provided for in the articles of organization or the operating agreement, effective as of the occurrence of the event that caused the dissociation of the last remaining member, within 6 months or such other period as is provided for in the operating agreement after the occurrence of the event that caused the dissociation of the last remaining member, pursuant to a provision of the articles of organization or the operating agreement that specifically provides for the admission of a member to the limited liability company after there is no longer a remaining member of the limited liability company.
(Source: P.A. 93‑59, eff. 7‑1‑03.)
(805 ILCS 180/35‑4) Sec. 35‑4. Right to wind up limited liability company's business. (a) After dissolution, a member who has not wrongfully dissociated may participate in winding up a limited liability company's business, but on application of any member, member's legal representative, or transferee, the Circuit Court, for good cause shown, may order judicial supervision of the winding up. (b) A legal representative of the last surviving member may wind up a limited liability company's business. (c) A person winding up a limited liability company's business may preserve the company's business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle and close the company's business, dispose of and transfer the company's property, discharge the company's liabilities, distribute the assets of the company pursuant to Section 35‑10, settle disputes by mediation or arbitration, and perform other necessary acts. (Source: P.A. 90‑424, eff. 1‑1‑98.)
(805 ILCS 180/35‑5) Sec. 35‑5. (Repealed). (Source: P.A. 87‑1062. Repealed by P.A. 90‑424, eff. 1‑1‑98.)
(805 ILCS 180/35‑7) Sec. 35‑7. Member or manager's power and liability as agent after dissolution. (a) A limited liability company is bound by a member or manager's act after dissolution that: (1) is appropriate for winding up the company's
business; or
(2) would have bound the company under Section 13‑5
before dissolution, if the other party to the transaction did not have notice of the dissolution.
(b) A member or manager who, with knowledge of the dissolution, subjects a limited liability company to liability by an act that is not appropriate for winding up the company's business is liable to the company for any damage caused to the company arising from the liability. (Source: P.A. 90‑424, eff. 1‑1‑98.)
(805 ILCS 180/35‑10) Sec. 35‑10. Distribution of assets in winding up limited liability company's business. (a) In winding up a limited liability company's business, the assets of the company must be applied to discharge its obligations to creditors, including members who are creditors. Any surplus must be applied to pay in money the net amount distributable to members in accordance with their right to distributions under subsection (b) of this Section. (b) Each member is entitled to a distribution upon the winding up of the limited liability company's business, consisting of a return of all contributions that have not previously been returned and a distribution of any remainder in equal shares. (Source: P.A. 90‑424, eff. 1‑1‑98.)
(805 ILCS 180/35‑15) Sec. 35‑15. Articles of dissolution. When all debts, liabilities, and obligations of the limited liability company have been paid and discharged or adequate provision has been made therefor and all of the remaining property and assets of the limited liability company have been distributed to the members, articles of dissolution shall be executed in duplicate in the manner prescribed in Section 5‑45 and shall set forth all of the following: (1) The name of the limited liability company. (2) That all debts, obligations, and liabilities of the limited liability company have been paid and discharged or that adequate provision has been made therefor. (3) That all the remaining property and assets of the limited liability company have been distributed among its members in accordance with their respective rights and interests. (4) That there are no suits pending against the company in any court or that adequate provision has been made for the satisfaction of any judgment, order, or decree that may be entered against it in any pending suit. (Source: P.A. 87‑1062.)
(805 ILCS 180/35‑20) Sec. 35‑20. Filing of articles of dissolution. (a) Duplicate originals of the articles of dissolution shall be delivered to the Secretary of State. If the Secretary of State finds that the articles of dissolution conform to law, he or she shall, when all required fees have been paid: (1) endorse on each duplicate original the word
"Filed" and the date of the filing thereof; and
(2) file one duplicate original in his or her office. (b) A duplicate original of the articles of dissolution shall be returned to the representative of the dissolved limited liability company. Upon the filing of the articles of dissolution, the existence of the company shall terminate, and its articles of organization shall be deemed cancelled, except for the purpose of suits, other proceedings, and appropriate action as provided in this Article. The manager or managers or member or members at the time of termination, or those that remain, shall thereafter be trustee for the members and creditors of the terminated company and, in that capacity, shall have authority to convey or distribute any company property discovered after termination and take any other action that may be necessary on behalf of and in the name of the terminated company. (Source: P.A. 90‑424, eff. 1‑1‑98.)
(805 ILCS 180/35‑25) Sec. 35‑25. Grounds of administrative dissolution. The Secretary of State may dissolve any limited liability company administratively if any of the following occur: (1) it has failed to file its annual report and pay its fee as required by this Act before the first day of the anniversary month or, within 180 days of the anniversary day; (2) it has failed to file in the Office of the Secretary of State any report within 180 days of the date for filing the report; or (3) it has failed to appoint and maintain a registered agent in Illinois within 60 days after a registered agent's notice of resignation under Section 1‑35. (Source: P.A. 91‑354, eff. 1‑1‑00.)
(805 ILCS 180/35‑30) Sec. 35‑30. Procedure for administrative dissolution. (a) After the Secretary of State determines that one or more grounds exist under Section 35‑25 for the administrative dissolution of a limited liability company, the Secretary of State shall send a notice of delinquency by regular mail to each delinquent limited liability company at its registered office or, if the limited liability company has failed to maintain a registered office, then to the last known address shown on the records of the Secretary of State for the office at which records of the limited liability company are maintained in accordance with Section 1‑40 of this Act. (b) If the limited liability company does not correct the default within 120 days following the date of the notice of delinquency, the Secretary of State shall thereupon dissolve the limited liability company by issuing a notice of dissolution that recites the grounds for dissolution and its effective date. The Secretary of State shall file the original of the notice in his or her office and mail one copy to the limited liability company at its registered office or, if the limited liability company has failed to maintain a registered office, then to the last known address shown on the records of the Secretary of State for the office at which records of the limited liability company are maintained in accordance with Section 1‑40 of this Act. (c) Upon the administrative dissolution of a limited liability company, a dissolved limited liability company shall continue for only the purpose of winding up its business. A dissolved limited liability company may take all action authorized under Section 1‑30 or necessary to wind up its business and affairs and terminate. (Source: P.A. 93‑59, eff. 7‑1‑03.)
(805 ILCS 180/35‑35) Sec. 35‑35. (Repealed). (Source: P.A. 87‑1062. Repealed by P.A. 90‑424, eff. 1‑1‑98.)
(805 ILCS 180/35‑40) Sec. 35‑40. Reinstatement following administrative dissolution. (a) A limited liability company administratively dissolved under Section 35‑25 may be reinstated by the Secretary of State following the date of issuance of the notice of dissolution upon: (1) The filing of an application for reinstatement. (2) The filing with the Secretary of State by the
limited liability company of all reports then due and theretofore becoming due.
(3) The payment to the Secretary of State by the
limited liability company of all fees and penalties then due and theretofore becoming due.
(b) The application for reinstatement shall be executed and filed in duplicate in accordance with Section 5‑45 of this Act and shall set forth all of the following: (1) The name of the limited liability company at the
time of the issuance of the notice of dissolution.
(2) If the name is not available for use as
determined by the Secretary of State at the time of filing the application for reinstatement, the name of the limited liability company as changed, provided that any change of name is properly effected under Section 1‑10 and Section 5.25 of this Act.
(3) The date of issuance of the notice of
dissolution.
(4) The address, including street and number or
rural route number of the registered office of the limited liability company upon reinstatement thereof and the name of its registered agent at that address upon the reinstatement of the limited liability company, provided that any change from either the registered office or the registered agent at the time of dissolution is properly reported under Section 1‑35 of this Act.
(c) When a dissolved limited liability company has complied with the provisions of the Section, the Secretary of State shall file the application for reinstatement. (d) Upon the filing of the application for reinstatement, the limited liability company existence shall be deemed to have continued without interruption from the date of the issuance of the notice of dissolution, and the limited liability company shall stand revived with the powers, duties, and obligations as if it had not been dissolved; and all acts and proceedings of its members or managers, acting or purporting to act in that capacity, that would have been legal and valid but for the dissolution, shall stand ratified and confirmed. (Source: P.A. 94‑605, eff. 1‑1‑06.)
(805 ILCS 180/35‑45) Sec. 35‑45. Events causing member's dissociation. A member is dissociated from a limited liability company upon the occurrence of any of the following events: (1) The company's having notice of the member's express will to withdraw upon the date of notice or on a later date specified by the member. (2) An event agreed to in the operating agreement as causing the member's dissociation. (3) Upon transfer of all of a member's distributional interest, other than a transfer for security purposes or a court order charging the member's distributional interest that has not been foreclosed. (4) The member's expulsion pursuant to the operating agreement. (5) The member's expulsion by unanimous vote of the other members if: (A) it is unlawful to carry on the company's
business with the member;
(B) there has been a transfer of substantially all
of the member's distributional interest, other than a transfer for security purposes or a court order charging the member's distributional interest that has not been foreclosed;
(C) within 90 days after the company notifies a
corporate member that it will be expelled because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, the member fails to obtain a revocation of the certificate of dissolution or a reinstatement of its charter or its right to conduct business; or
(D) a partnership or a limited liability company
that is a member has been dissolved and its business is being wound up.
(6) On application by the company or another member, the member's expulsion by judicial determination because the member: (A) engaged in wrongful conduct that adversely and
materially affected the company's business;
(B) willfully or persistently committed a material breach of the operating agreement or of a duty owed to the company or the other members under Section 15‑3; or (C) engaged in conduct relating to the company's business that makes it not reasonably practicable to carry on the business with the member. (7) The member's: (A) becoming a debtor in bankruptcy; (B) executing an assignment for the benefit of
creditors;
(C) seeking, consenting to, or acquiescing in the
appointment of a trustee, receiver, or liquidator of the member or of all or substantially all of the member's property; or
(D) failing, within 90 days after the appointment,
to have vacated or stayed the appointment of a trustee, receiver, or liquidator of the member or of all or substantially all of the member's property obtained without the member's consent or acquiescence, or failing within 90 days after the expiration of a stay to have the appointment vacated.
(8) In the case of a member who is an individual: (A) the member's death; (B) the appointment of a guardian or general
conservator for the member; or
(C) a judicial determination that the member has
otherwise become incapable of performing the member's duties under the operating agreement.
(9) In the case of a member that is a trust or is acting as a member by virtue of being a trustee of a trust, distribution of the trust's entire rights to receive distributions from the company, but not merely by reason of the substitution of a successor trustee. (10) In the case of a member that is an estate or is acting as a member by virtue of being a personal representative of an estate, distribution of the estate's entire rights to receive distributions from the company, but not merely the substitution of a successor personal representative. (11) Termination of the existence of a member if the member is not an individual, estate, or trust other than a business trust. (Source: P.A. 90‑424, eff. 1‑1‑98.)
(805 ILCS 180/35‑50) Sec. 35‑50. Member's power to dissociate; wrongful dissociation. (a) A member of a member‑managed company has the power to dissociate from a company at any time, rightfully or wrongfully, by express will under subdivision (1) of Section 35‑45. If an operating agreement does not specify in writing the time or the events upon the happening of which a member of a manager‑managed company may dissociate, a member does not have the power, rightfully or wrongfully, to dissociate from the company before the dissolution and winding up of the company. (b) The member's dissociation from a member‑managed company is wrongful only if it is in breach of an express provision of the agreement. (c) A member who wrongfully dissociates from a member‑managed company is liable to the company and to the other members for damages caused by the dissociation. The liability is in addition to any other obligation of the member to the company or to the other members. (d) If a member‑managed company does not dissolve and wind up its business as a result of a member's wrongful dissociation under subsection (b) of this Section, damages sustained by the company for the wrongful dissociation must be offset against distributions otherwise due the member after the dissociation. (e) Unless otherwise provided in writing in an agreement, a company whose original articles of organization were filed with the Secretary of State and effective on or before January 1, 2001, shall continue to be governed by this Section in effect immediately prior to January 1, 2001, and shall not be governed by this Section. (Source: P.A. 92‑33, eff. 7‑1‑01.)
(805 ILCS 180/35‑55) Sec. 35‑55. Effect of member's dissociation. (a) Upon a member's dissociation the company must cause the dissociated member's distributional interest to be purchased under Section 35‑60. (b) Upon a member's dissociation from a limited liability company: (1) the member's right to participate in the
management and conduct of the company's business terminates, except as otherwise provided in Section 35‑4, and the member ceases to be a member and is treated the same as a transferee of a member;
(2) the member's fiduciary duties terminate, except
as provided in subdivision (3) of this subsection (b); and
(3) the member's duty of loyalty under subdivisions
(1) and (2) of subsection (b) of Section 15‑3 and duty of care under subsection (c) of Section 15‑3 continue only with regard to matters arising and events occurring before the member's dissociation, unless the member participates in winding up the company's business pursuant to Section 35‑4.
(Source: P.A. 90‑424, eff. 1‑1‑98.)
(805 ILCS 180/35‑60) Sec. 35‑60. Company purchase of distribution
(805 ILCS 180/35‑1) Sec. 35‑1. Events causing dissolution and winding up of company's business. A limited liability company is dissolved, and, unless continued pursuant to subsection (b) of Section 35‑3, its business must be wound up, upon the occurrence of any of the following events: (1) An event specified in the operating agreement. (2) Consent of the number or percentage of members specified in the operating agreement. (3) An event that makes it unlawful for all or substantially all of the business of the company to be continued, but any cure of illegality within 90 days after notice to the company of the event is effective retroactively to the date of the event for purposes of this Section. (4) On application by a member or a dissociated member, upon entry of a judicial decree that: (A) the economic purpose of the company is likely to
be unreasonably frustrated;
(B) another member has engaged in conduct relating
to the company's business that makes it not reasonably practicable to carry on the company's business with that member;
(C) it is not otherwise reasonably practicable to
carry on the company's business in conformity with the articles of organization and the operating agreement;
(D) the company failed to purchase the petitioner's
distributional interest as required by Section 35‑60; or
(E) the managers or members in control of the
company have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent with respect to the petitioner.
(5) On application by a transferee of a member's interest, a judicial determination that it is equitable to wind up the company's business. (6) Administrative dissolution under Section 35‑25. (Source: P.A. 90‑424, eff. 1‑1‑98.)
(805 ILCS 180/35‑3) Sec. 35‑3. Limited liability company continues after dissolution. (a) Subject to subsections (b) and (c) of this Section, a limited liability company continues after dissolution only for the purpose of winding up its business. (b) At any time after the dissolution of a limited liability company and before the winding up of its business is completed, the members, including a dissociated member whose dissociation caused the dissolution, may unanimously waive the right to have the company's business wound up and the company terminated. In that case: (1) the limited liability company resumes carrying
on its business as if dissolution had never occurred and any liability incurred by the company or a member after the dissolution and before the waiver is determined as if the dissolution had never occurred; and
(2) the rights of a third party accruing under
subsection (a) of Section 35‑7 or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver are not adversely affected.
(c) Unless otherwise provided in the articles of organization or the operating agreement, the limited liability company is not dissolved and is not required to be wound up if: (1) within 6 months or such period as is provided
for in the articles of organization or the operating agreement after the occurrence of the event that caused the dissociation of the last remaining member, the personal representative of the last remaining member agrees in writing to continue the limited liability company until the admission of the personal representative of that member or its nominee or designee to the limited liability company as a member, effective as of the occurrence of the event that caused the dissociation of the last remaining member, provided that the articles of organization or the operating agreement may provide that the personal representative of the last remaining member shall be obligated to agree in writing to continue the limited liability company and to the admission of the personal representative of that member or its nominee or designee to the limited liability company as a member, effective as of the occurrence of the event that caused the dissociation of the last remaining member; or
(2) a member is admitted to the limited liability
company in the manner provided for in the articles of organization or the operating agreement, effective as of the occurrence of the event that caused the dissociation of the last remaining member, within 6 months or such other period as is provided for in the operating agreement after the occurrence of the event that caused the dissociation of the last remaining member, pursuant to a provision of the articles of organization or the operating agreement that specifically provides for the admission of a member to the limited liability company after there is no longer a remaining member of the limited liability company.
(Source: P.A. 93‑59, eff. 7‑1‑03.)
(805 ILCS 180/35‑4) Sec. 35‑4. Right to wind up limited liability company's business. (a) After dissolution, a member who has not wrongfully dissociated may participate in winding up a limited liability company's business, but on application of any member, member's legal representative, or transferee, the Circuit Court, for good cause shown, may order judicial supervision of the winding up. (b) A legal representative of the last surviving member may wind up a limited liability company's business. (c) A person winding up a limited liability company's business may preserve the company's business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle and close the company's business, dispose of and transfer the company's property, discharge the company's liabilities, distribute the assets of the company pursuant to Section 35‑10, settle disputes by mediation or arbitration, and perform other necessary acts. (Source: P.A. 90‑424, eff. 1‑1‑98.)
(805 ILCS 180/35‑5) Sec. 35‑5. (Repealed). (Source: P.A. 87‑1062. Repealed by P.A. 90‑424, eff. 1‑1‑98.)
(805 ILCS 180/35‑7) Sec. 35‑7. Member or manager's power and liability as agent after dissolution. (a) A limited liability company is bound by a member or manager's act after dissolution that: (1) is appropriate for winding up the company's
business; or
(2) would have bound the company under Section 13‑5
before dissolution, if the other party to the transaction did not have notice of the dissolution.
(b) A member or manager who, with knowledge of the dissolution, subjects a limited liability company to liability by an act that is not appropriate for winding up the company's business is liable to the company for any damage caused to the company arising from the liability. (Source: P.A. 90‑424, eff. 1‑1‑98.)
(805 ILCS 180/35‑10) Sec. 35‑10. Distribution of assets in winding up limited liability company's business. (a) In winding up a limited liability company's business, the assets of the company must be applied to discharge its obligations to creditors, including members who are creditors. Any surplus must be applied to pay in money the net amount distributable to members in accordance with their right to distributions under subsection (b) of this Section. (b) Each member is entitled to a distribution upon the winding up of the limited liability company's business, consisting of a return of all contributions that have not previously been returned and a distribution of any remainder in equal shares. (Source: P.A. 90‑424, eff. 1‑1‑98.)
(805 ILCS 180/35‑15) Sec. 35‑15. Articles of dissolution. When all debts, liabilities, and obligations of the limited liability company have been paid and discharged or adequate provision has been made therefor and all of the remaining property and assets of the limited liability company have been distributed to the members, articles of dissolution shall be executed in duplicate in the manner prescribed in Section 5‑45 and shall set forth all of the following: (1) The name of the limited liability company. (2) That all debts, obligations, and liabilities of the limited liability company have been paid and discharged or that adequate provision has been made therefor. (3) That all the remaining property and assets of the limited liability company have been distributed among its members in accordance with their respective rights and interests. (4) That there are no suits pending against the company in any court or that adequate provision has been made for the satisfaction of any judgment, order, or decree that may be entered against it in any pending suit. (Source: P.A. 87‑1062.)
(805 ILCS 180/35‑20) Sec. 35‑20. Filing of articles of dissolution. (a) Duplicate originals of the articles of dissolution shall be delivered to the Secretary of State. If the Secretary of State finds that the articles of dissolution conform to law, he or she shall, when all required fees have been paid: (1) endorse on each duplicate original the word
"Filed" and the date of the filing thereof; and
(2) file one duplicate original in his or her office. (b) A duplicate original of the articles of dissolution shall be returned to the representative of the dissolved limited liability company. Upon the filing of the articles of dissolution, the existence of the company shall terminate, and its articles of organization shall be deemed cancelled, except for the purpose of suits, other proceedings, and appropriate action as provided in this Article. The manager or managers or member or members at the time of termination, or those that remain, shall thereafter be trustee for the members and creditors of the terminated company and, in that capacity, shall have authority to convey or distribute any company property discovered after termination and take any other action that may be necessary on behalf of and in the name of the terminated company. (Source: P.A. 90‑424, eff. 1‑1‑98.)
(805 ILCS 180/35‑25) Sec. 35‑25. Grounds of administrative dissolution. The Secretary of State may dissolve any limited liability company administratively if any of the following occur: (1) it has failed to file its annual report and pay its fee as required by this Act before the first day of the anniversary month or, within 180 days of the anniversary day; (2) it has failed to file in the Office of the Secretary of State any report within 180 days of the date for filing the report; or (3) it has failed to appoint and maintain a registered agent in Illinois within 60 days after a registered agent's notice of resignation under Section 1‑35. (Source: P.A. 91‑354, eff. 1‑1‑00.)
(805 ILCS 180/35‑30) Sec. 35‑30. Procedure for administrative dissolution. (a) After the Secretary of State determines that one or more grounds exist under Section 35‑25 for the administrative dissolution of a limited liability company, the Secretary of State shall send a notice of delinquency by regular mail to each delinquent limited liability company at its registered office or, if the limited liability company has failed to maintain a registered office, then to the last known address shown on the records of the Secretary of State for the office at which records of the limited liability company are maintained in accordance with Section 1‑40 of this Act. (b) If the limited liability company does not correct the default within 120 days following the date of the notice of delinquency, the Secretary of State shall thereupon dissolve the limited liability company by issuing a notice of dissolution that recites the grounds for dissolution and its effective date. The Secretary of State shall file the original of the notice in his or her office and mail one copy to the limited liability company at its registered office or, if the limited liability company has failed to maintain a registered office, then to the last known address shown on the records of the Secretary of State for the office at which records of the limited liability company are maintained in accordance with Section 1‑40 of this Act. (c) Upon the administrative dissolution of a limited liability company, a dissolved limited liability company shall continue for only the purpose of winding up its business. A dissolved limited liability company may take all action authorized under Section 1‑30 or necessary to wind up its business and affairs and terminate. (Source: P.A. 93‑59, eff. 7‑1‑03.)
(805 ILCS 180/35‑35) Sec. 35‑35. (Repealed). (Source: P.A. 87‑1062. Repealed by P.A. 90‑424, eff. 1‑1‑98.)
(805 ILCS 180/35‑40) Sec. 35‑40. Reinstatement following administrative dissolution. (a) A limited liability company administratively dissolved under Section 35‑25 may be reinstated by the Secretary of State following the date of issuance of the notice of dissolution upon: (1) The filing of an application for reinstatement. (2) The filing with the Secretary of State by the
limited liability company of all reports then due and theretofore becoming due.
(3) The payment to the Secretary of State by the
limited liability company of all fees and penalties then due and theretofore becoming due.
(b) The application for reinstatement shall be executed and filed in duplicate in accordance with Section 5‑45 of this Act and shall set forth all of the following: (1) The name of the limited liability company at the
time of the issuance of the notice of dissolution.
(2) If the name is not available for use as
determined by the Secretary of State at the time of filing the application for reinstatement, the name of the limited liability company as changed, provided that any change of name is properly effected under Section 1‑10 and Section 5.25 of this Act.
(3) The date of issuance of the notice of
dissolution.
(4) The address, including street and number or
rural route number of the registered office of the limited liability company upon reinstatement thereof and the name of its registered agent at that address upon the reinstatement of the limited liability company, provided that any change from either the registered office or the registered agent at the time of dissolution is properly reported under Section 1‑35 of this Act.
(c) When a dissolved limited liability company has complied with the provisions of the Section, the Secretary of State shall file the application for reinstatement. (d) Upon the filing of the application for reinstatement, the limited liability company existence shall be deemed to have continued without interruption from the date of the issuance of the notice of dissolution, and the limited liability company shall stand revived with the powers, duties, and obligations as if it had not been dissolved; and all acts and proceedings of its members or managers, acting or purporting to act in that capacity, that would have been legal and valid but for the dissolution, shall stand ratified and confirmed. (Source: P.A. 94‑605, eff. 1‑1‑06.)
(805 ILCS 180/35‑45) Sec. 35‑45. Events causing member's dissociation. A member is dissociated from a limited liability company upon the occurrence of any of the following events: (1) The company's having notice of the member's express will to withdraw upon the date of notice or on a later date specified by the member. (2) An event agreed to in the operating agreement as causing the member's dissociation. (3) Upon transfer of all of a member's distributional interest, other than a transfer for security purposes or a court order charging the member's distributional interest that has not been foreclosed. (4) The member's expulsion pursuant to the operating agreement. (5) The member's expulsion by unanimous vote of the other members if: (A) it is unlawful to carry on the company's
business with the member;
(B) there has been a transfer of substantially all
of the member's distributional interest, other than a transfer for security purposes or a court order charging the member's distributional interest that has not been foreclosed;
(C) within 90 days after the company notifies a
corporate member that it will be expelled because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, the member fails to obtain a revocation of the certificate of dissolution or a reinstatement of its charter or its right to conduct business; or
(D) a partnership or a limited liability company
that is a member has been dissolved and its business is being wound up.
(6) On application by the company or another member, the member's expulsion by judicial determination because the member: (A) engaged in wrongful conduct that adversely and
materially affected the company's business;
(B) willfully or persistently committed a material breach of the operating agreement or of a duty owed to the company or the other members under Section 15‑3; or (C) engaged in conduct relating to the company's business that makes it not reasonably practicable to carry on the business with the member. (7) The member's: (A) becoming a debtor in bankruptcy; (B) executing an assignment for the benefit of
creditors;
(C) seeking, consenting to, or acquiescing in the
appointment of a trustee, receiver, or liquidator of the member or of all or substantially all of the member's property; or
(D) failing, within 90 days after the appointment,
to have vacated or stayed the appointment of a trustee, receiver, or liquidator of the member or of all or substantially all of the member's property obtained without the member's consent or acquiescence, or failing within 90 days after the expiration of a stay to have the appointment vacated.
(8) In the case of a member who is an individual: (A) the member's death; (B) the appointment of a guardian or general
conservator for the member; or
(C) a judicial determination that the member has
otherwise become incapable of performing the member's duties under the operating agreement.
(9) In the case of a member that is a trust or is acting as a member by virtue of being a trustee of a trust, distribution of the trust's entire rights to receive distributions from the company, but not merely by reason of the substitution of a successor trustee. (10) In the case of a member that is an estate or is acting as a member by virtue of being a personal representative of an estate, distribution of the estate's entire rights to receive distributions from the company, but not merely the substitution of a successor personal representative. (11) Termination of the existence of a member if the member is not an individual, estate, or trust other than a business trust. (Source: P.A. 90‑424, eff. 1‑1‑98.)
(805 ILCS 180/35‑50) Sec. 35‑50. Member's power to dissociate; wrongful dissociation. (a) A member of a member‑managed company has the power to dissociate from a company at any time, rightfully or wrongfully, by express will under subdivision (1) of Section 35‑45. If an operating agreement does not specify in writing the time or the events upon the happening of which a member of a manager‑managed company may dissociate, a member does not have the power, rightfully or wrongfully, to dissociate from the company before the dissolution and winding up of the company. (b) The member's dissociation from a member‑managed company is wrongful only if it is in breach of an express provision of the agreement. (c) A member who wrongfully dissociates from a member‑managed company is liable to the company and to the other members for damages caused by the dissociation. The liability is in addition to any other obligation of the member to the company or to the other members. (d) If a member‑managed company does not dissolve and wind up its business as a result of a member's wrongful dissociation under subsection (b) of this Section, damages sustained by the company for the wrongful dissociation must be offset against distributions otherwise due the member after the dissociation. (e) Unless otherwise provided in writing in an agreement, a company whose original articles of organization were filed with the Secretary of State and effective on or before January 1, 2001, shall continue to be governed by this Section in effect immediately prior to January 1, 2001, and shall not be governed by this Section. (Source: P.A. 92‑33, eff. 7‑1‑01.)
(805 ILCS 180/35‑55) Sec. 35‑55. Effect of member's dissociation. (a) Upon a member's dissociation the company must cause the dissociated member's distributional interest to be purchased under Section 35‑60. (b) Upon a member's dissociation from a limited liability company: (1) the member's right to participate in the
management and conduct of the company's business terminates, except as otherwise provided in Section 35‑4, and the member ceases to be a member and is treated the same as a transferee of a member;
(2) the member's fiduciary duties terminate, except
as provided in subdivision (3) of this subsection (b); and
(3) the member's duty of loyalty under subdivisions
(1) and (2) of subsection (b) of Section 15‑3 and duty of care under subsection (c) of Section 15‑3 continue only with regard to matters arising and events occurring before the member's dissociation, unless the member participates in winding up the company's business pursuant to Section 35‑4.
(Source: P.A. 90‑424, eff. 1‑1‑98.)
(805 ILCS 180/35‑60) Sec. 35‑60. Company purchase of distribution
(805 ILCS 180/35‑1) Sec. 35‑1. Events causing dissolution and winding up of company's business. A limited liability company is dissolved, and, unless continued pursuant to subsection (b) of Section 35‑3, its business must be wound up, upon the occurrence of any of the following events: (1) An event specified in the operating agreement. (2) Consent of the number or percentage of members specified in the operating agreement. (3) An event that makes it unlawful for all or substantially all of the business of the company to be continued, but any cure of illegality within 90 days after notice to the company of the event is effective retroactively to the date of the event for purposes of this Section. (4) On application by a member or a dissociated member, upon entry of a judicial decree that: (A) the economic purpose of the company is likely to
be unreasonably frustrated;
(B) another member has engaged in conduct relating
to the company's business that makes it not reasonably practicable to carry on the company's business with that member;
(C) it is not otherwise reasonably practicable to
carry on the company's business in conformity with the articles of organization and the operating agreement;
(D) the company failed to purchase the petitioner's
distributional interest as required by Section 35‑60; or
(E) the managers or members in control of the
company have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent with respect to the petitioner.
(5) On application by a transferee of a member's interest, a judicial determination that it is equitable to wind up the company's business. (6) Administrative dissolution under Section 35‑25. (Source: P.A. 90‑424, eff. 1‑1‑98.)
(805 ILCS 180/35‑3) Sec. 35‑3. Limited liability company continues after dissolution. (a) Subject to subsections (b) and (c) of this Section, a limited liability company continues after dissolution only for the purpose of winding up its business. (b) At any time after the dissolution of a limited liability company and before the winding up of its business is completed, the members, including a dissociated member whose dissociation caused the dissolution, may unanimously waive the right to have the company's business wound up and the company terminated. In that case: (1) the limited liability company resumes carrying
on its business as if dissolution had never occurred and any liability incurred by the company or a member after the dissolution and before the waiver is determined as if the dissolution had never occurred; and
(2) the rights of a third party accruing under
subsection (a) of Section 35‑7 or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver are not adversely affected.
(c) Unless otherwise provided in the articles of organization or the operating agreement, the limited liability company is not dissolved and is not required to be wound up if: (1) within 6 months or such period as is provided
for in the articles of organization or the operating agreement after the occurrence of the event that caused the dissociation of the last remaining member, the personal representative of the last remaining member agrees in writing to continue the limited liability company until the admission of the personal representative of that member or its nominee or designee to the limited liability company as a member, effective as of the occurrence of the event that caused the dissociation of the last remaining member, provided that the articles of organization or the operating agreement may provide that the personal representative of the last remaining member shall be obligated to agree in writing to continue the limited liability company and to the admission of the personal representative of that member or its nominee or designee to the limited liability company as a member, effective as of the occurrence of the event that caused the dissociation of the last remaining member; or
(2) a member is admitted to the limited liability
company in the manner provided for in the articles of organization or the operating agreement, effective as of the occurrence of the event that caused the dissociation of the last remaining member, within 6 months or such other period as is provided for in the operating agreement after the occurrence of the event that caused the dissociation of the last remaining member, pursuant to a provision of the articles of organization or the operating agreement that specifically provides for the admission of a member to the limited liability company after there is no longer a remaining member of the limited liability company.
(Source: P.A. 93‑59, eff. 7‑1‑03.)
(805 ILCS 180/35‑4) Sec. 35‑4. Right to wind up limited liability company's business. (a) After dissolution, a member who has not wrongfully dissociated may participate in winding up a limited liability company's business, but on application of any member, member's legal representative, or transferee, the Circuit Court, for good cause shown, may order judicial supervision of the winding up. (b) A legal representative of the last surviving member may wind up a limited liability company's business. (c) A person winding up a limited liability company's business may preserve the company's business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle and close the company's business, dispose of and transfer the company's property, discharge the company's liabilities, distribute the assets of the company pursuant to Section 35‑10, settle disputes by mediation or arbitration, and perform other necessary acts. (Source: P.A. 90‑424, eff. 1‑1‑98.)
(805 ILCS 180/35‑5) Sec. 35‑5. (Repealed). (Source: P.A. 87‑1062. Repealed by P.A. 90‑424, eff. 1‑1‑98.)
(805 ILCS 180/35‑7) Sec. 35‑7. Member or manager's power and liability as agent after dissolution. (a) A limited liability company is bound by a member or manager's act after dissolution that: (1) is appropriate for winding up the company's
business; or
(2) would have bound the company under Section 13‑5
before dissolution, if the other party to the transaction did not have notice of the dissolution.
(b) A member or manager who, with knowledge of the dissolution, subjects a limited liability company to liability by an act that is not appropriate for winding up the company's business is liable to the company for any damage caused to the company arising from the liability. (Source: P.A. 90‑424, eff. 1‑1‑98.)
(805 ILCS 180/35‑10) Sec. 35‑10. Distribution of assets in winding up limited liability company's business. (a) In winding up a limited liability company's business, the assets of the company must be applied to discharge its obligations to creditors, including members who are creditors. Any surplus must be applied to pay in money the net amount distributable to members in accordance with their right to distributions under subsection (b) of this Section. (b) Each member is entitled to a distribution upon the winding up of the limited liability company's business, consisting of a return of all contributions that have not previously been returned and a distribution of any remainder in equal shares. (Source: P.A. 90‑424, eff. 1‑1‑98.)
(805 ILCS 180/35‑15) Sec. 35‑15. Articles of dissolution. When all debts, liabilities, and obligations of the limited liability company have been paid and discharged or adequate provision has been made therefor and all of the remaining property and assets of the limited liability company have been distributed to the members, articles of dissolution shall be executed in duplicate in the manner prescribed in Section 5‑45 and shall set forth all of the following: (1) The name of the limited liability company. (2) That all debts, obligations, and liabilities of the limited liability company have been paid and discharged or that adequate provision has been made therefor. (3) That all the remaining property and assets of the limited liability company have been distributed among its members in accordance with their respective rights and interests. (4) That there are no suits pending against the company in any court or that adequate provision has been made for the satisfaction of any judgment, order, or decree that may be entered against it in any pending suit. (Source: P.A. 87‑1062.)
(805 ILCS 180/35‑20) Sec. 35‑20. Filing of articles of dissolution. (a) Duplicate originals of the articles of dissolution shall be delivered to the Secretary of State. If the Secretary of State finds that the articles of dissolution conform to law, he or she shall, when all required fees have been paid: (1) endorse on each duplicate original the word
"Filed" and the date of the filing thereof; and
(2) file one duplicate original in his or her office. (b) A duplicate original of the articles of dissolution shall be returned to the representative of the dissolved limited liability company. Upon the filing of the articles of dissolution, the existence of the company shall terminate, and its articles of organization shall be deemed cancelled, except for the purpose of suits, other proceedings, and appropriate action as provided in this Article. The manager or managers or member or members at the time of termination, or those that remain, shall thereafter be trustee for the members and creditors of the terminated company and, in that capacity, shall have authority to convey or distribute any company property discovered after termination and take any other action that may be necessary on behalf of and in the name of the terminated company. (Source: P.A. 90‑424, eff. 1‑1‑98.)
(805 ILCS 180/35‑25) Sec. 35‑25. Grounds of administrative dissolution. The Secretary of State may dissolve any limited liability company administratively if any of the following occur: (1) it has failed to file its annual report and pay its fee as required by this Act before the first day of the anniversary month or, within 180 days of the anniversary day; (2) it has failed to file in the Office of the Secretary of State any report within 180 days of the date for filing the report; or (3) it has failed to appoint and maintain a registered agent in Illinois within 60 days after a registered agent's notice of resignation under Section 1‑35. (Source: P.A. 91‑354, eff. 1‑1‑00.)
(805 ILCS 180/35‑30) Sec. 35‑30. Procedure for administrative dissolution. (a) After the Secretary of State determines that one or more grounds exist under Section 35‑25 for the administrative dissolution of a limited liability company, the Secretary of State shall send a notice of delinquency by regular mail to each delinquent limited liability company at its registered office or, if the limited liability company has failed to maintain a registered office, then to the last known address shown on the records of the Secretary of State for the office at which records of the limited liability company are maintained in accordance with Section 1‑40 of this Act. (b) If the limited liability company does not correct the default within 120 days following the date of the notice of delinquency, the Secretary of State shall thereupon dissolve the limited liability company by issuing a notice of dissolution that recites the grounds for dissolution and its effective date. The Secretary of State shall file the original of the notice in his or her office and mail one copy to the limited liability company at its registered office or, if the limited liability company has failed to maintain a registered office, then to the last known address shown on the records of the Secretary of State for the office at which records of the limited liability company are maintained in accordance with Section 1‑40 of this Act. (c) Upon the administrative dissolution of a limited liability company, a dissolved limited liability company shall continue for only the purpose of winding up its business. A dissolved limited liability company may take all action authorized under Section 1‑30 or necessary to wind up its business and affairs and terminate. (Source: P.A. 93‑59, eff. 7‑1‑03.)
(805 ILCS 180/35‑35) Sec. 35‑35. (Repealed). (Source: P.A. 87‑1062. Repealed by P.A. 90‑424, eff. 1‑1‑98.)
(805 ILCS 180/35‑40) Sec. 35‑40. Reinstatement following administrative dissolution. (a) A limited liability company administratively dissolved under Section 35‑25 may be reinstated by the Secretary of State following the date of issuance of the notice of dissolution upon: (1) The filing of an application for reinstatement. (2) The filing with the Secretary of State by the
limited liability company of all reports then due and theretofore becoming due.
(3) The payment to the Secretary of State by the
limited liability company of all fees and penalties then due and theretofore becoming due.
(b) The application for reinstatement shall be executed and filed in duplicate in accordance with Section 5‑45 of this Act and shall set forth all of the following: (1) The name of the limited liability company at the
time of the issuance of the notice of dissolution.
(2) If the name is not available for use as
determined by the Secretary of State at the time of filing the application for reinstatement, the name of the limited liability company as changed, provided that any change of name is properly effected under Section 1‑10 and Section 5.25 of this Act.
(3) The date of issuance of the notice of
dissolution.
(4) The address, including street and number or
rural route number of the registered office of the limited liability company upon reinstatement thereof and the name of its registered agent at that address upon the reinstatement of the limited liability company, provided that any change from either the registered office or the registered agent at the time of dissolution is properly reported under Section 1‑35 of this Act.
(c) When a dissolved limited liability company has complied with the provisions of the Section, the Secretary of State shall file the application for reinstatement. (d) Upon the filing of the application for reinstatement, the limited liability company existence shall be deemed to have continued without interruption from the date of the issuance of the notice of dissolution, and the limited liability company shall stand revived with the powers, duties, and obligations as if it had not been dissolved; and all acts and proceedings of its members or managers, acting or purporting to act in that capacity, that would have been legal and valid but for the dissolution, shall stand ratified and confirmed. (Source: P.A. 94‑605, eff. 1‑1‑06.)
(805 ILCS 180/35‑45) Sec. 35‑45. Events causing member's dissociation. A member is dissociated from a limited liability company upon the occurrence of any of the following events: (1) The company's having notice of the member's express will to withdraw upon the date of notice or on a later date specified by the member. (2) An event agreed to in the operating agreement as causing the member's dissociation. (3) Upon transfer of all of a member's distributional interest, other than a transfer for security purposes or a court order charging the member's distributional interest that has not been foreclosed. (4) The member's expulsion pursuant to the operating agreement. (5) The member's expulsion by unanimous vote of the other members if: (A) it is unlawful to carry on the company's
business with the member;
(B) there has been a transfer of substantially all
of the member's distributional interest, other than a transfer for security purposes or a court order charging the member's distributional interest that has not been foreclosed;
(C) within 90 days after the company notifies a
corporate member that it will be expelled because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, the member fails to obtain a revocation of the certificate of dissolution or a reinstatement of its charter or its right to conduct business; or
(D) a partnership or a limited liability company
that is a member has been dissolved and its business is being wound up.
(6) On application by the company or another member, the member's expulsion by judicial determination because the member: (A) engaged in wrongful conduct that adversely and
materially affected the company's business;
(B) willfully or persistently committed a material breach of the operating agreement or of a duty owed to the company or the other members under Section 15‑3; or (C) engaged in conduct relating to the company's business that makes it not reasonably practicable to carry on the business with the member. (7) The member's: (A) becoming a debtor in bankruptcy; (B) executing an assignment for the benefit of
creditors;
(C) seeking, consenting to, or acquiescing in the
appointment of a trustee, receiver, or liquidator of the member or of all or substantially all of the member's property; or
(D) failing, within 90 days after the appointment,
to have vacated or stayed the appointment of a trustee, receiver, or liquidator of the member or of all or substantially all of the member's property obtained without the member's consent or acquiescence, or failing within 90 days after the expiration of a stay to have the appointment vacated.
(8) In the case of a member who is an individual: (A) the member's death; (B) the appointment of a guardian or general
conservator for the member; or
(C) a judicial determination that the member has
otherwise become incapable of performing the member's duties under the operating agreement.
(9) In the case of a member that is a trust or is acting as a member by virtue of being a trustee of a trust, distribution of the trust's entire rights to receive distributions from the company, but not merely by reason of the substitution of a successor trustee. (10) In the case of a member that is an estate or is acting as a member by virtue of being a personal representative of an estate, distribution of the estate's entire rights to receive distributions from the company, but not merely the substitution of a successor personal representative. (11) Termination of the existence of a member if the member is not an individual, estate, or trust other than a business trust. (Source: P.A. 90‑424, eff. 1‑1‑98.)
(805 ILCS 180/35‑50) Sec. 35‑50. Member's power to dissociate; wrongful dissociation. (a) A member of a member‑managed company has the power to dissociate from a company at any time, rightfully or wrongfully, by express will under subdivision (1) of Section 35‑45. If an operating agreement does not specify in writing the time or the events upon the happening of which a member of a manager‑managed company may dissociate, a member does not have the power, rightfully or wrongfully, to dissociate from the company before the dissolution and winding up of the company. (b) The member's dissociation from a member‑managed company is wrongful only if it is in breach of an express provision of the agreement. (c) A member who wrongfully dissociates from a member‑managed company is liable to the company and to the other members for damages caused by the dissociation. The liability is in addition to any other obligation of the member to the company or to the other members. (d) If a member‑managed company does not dissolve and wind up its business as a result of a member's wrongful dissociation under subsection (b) of this Section, damages sustained by the company for the wrongful dissociation must be offset against distributions otherwise due the member after the dissociation. (e) Unless otherwise provided in writing in an agreement, a company whose original articles of organization were filed with the Secretary of State and effective on or before January 1, 2001, shall continue to be governed by this Section in effect immediately prior to January 1, 2001, and shall not be governed by this Section. (Source: P.A. 92‑33, eff. 7‑1‑01.)
(805 ILCS 180/35‑55) Sec. 35‑55. Effect of member's dissociation. (a) Upon a member's dissociation the company must cause the dissociated member's distributional interest to be purchased under Section 35‑60. (b) Upon a member's dissociation from a limited liability company: (1) the member's right to participate in the
management and conduct of the company's business terminates, except as otherwise provided in Section 35‑4, and the member ceases to be a member and is treated the same as a transferee of a member;
(2) the member's fiduciary duties terminate, except
as provided in subdivision (3) of this subsection (b); and
(3) the member's duty of loyalty under subdivisions
(1) and (2) of subsection (b) of Section 15‑3 and duty of care under subsection (c) of Section 15‑3 continue only with regard to matters arising and events occurring before the member's dissociation, unless the member participates in winding up the company's business pursuant to Section 35‑4.
(Source: P.A. 90‑424, eff. 1‑1‑98.)
(805 ILCS 180/35‑60) Sec. 35‑60. Company purchase of distribution
