Illinois LLC Voluntary Dissolution Law

Limited Liability Company – General – Illinois

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An Illinois limited liability company may be dissolved voluntarily, judicially, or administratively. THIS SUMMARY PACKAGE ADDRESSES ONLY VOLUNTARY DISSOLUTION.

A limited liability company is dissolved and 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.
(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) thecompanyfailedtopurchasethe petitioner’s distributional interest as required by §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.

A limited liability company continues after dissolution only for the purpose of winding up its business.

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.

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.

A legal representative of the last surviving member may wind up a limited liability company’s business.

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 § 35-10, settle disputes by mediation or arbitration, and perform other necessary acts.

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 §13-5 before dissolution, if the other party to the transaction did not have notice of the dissolution.

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.

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. 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.

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 and filed with the Secretary of State.

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.

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Inside Illinois LLC Voluntary Dissolution Law