There is a newer version of the Illinois Compiled Statutes
2005 Illinois Code - 805 ILCS 180/ Limited Liability Company Act. Article 1 - General Provisions
(805 ILCS 180/1‑1)
Sec. 1‑1.
Short title.
This Act may be cited as the
Limited Liability Company Act.
(Source: P.A. 87‑1062.)
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(805 ILCS 180/1‑5)
Sec. 1‑5.
Definitions.
As used in this Act, unless
the context otherwise requires:
"Anniversary" means that day every year exactly one or
more years after: (i) the date the articles of organization
filed under Section 5‑5 of this Act were filed by the Office
of the Secretary of State, in the case of a limited liability
company; or (ii) the date the application for admission to
transact business filed under Section 45‑5 of this Act was
filed by the Office of the Secretary of State, in the case of
a foreign limited liability company.
"Anniversary month" means the month in which the
anniversary of the limited liability company occurs.
"Articles of organization" means the articles of
organization filed by the Secretary of State for the purpose
of forming a limited liability company as specified in
Article 5.
"Assumed limited liability company name" means any
limited liability company name other than the true limited
liability company name, except that the identification by a
limited liability company of its business with a trademark or
service mark of which it is the owner or licensed user shall
not constitute the use of an assumed name under this Act.
"Bankruptcy" means bankruptcy under the Federal Bankruptcy
Code of 1978, Title 11, Chapter 7 of the United States Code.
"Business" includes every trade, occupation, profession, and other lawful
purpose, whether or not carried on for profit.
"Contribution" means any cash, property, or services
rendered or a promissory note or other binding obligation to
contribute cash or property or to perform services, that a
person contributes to the limited liability company in that
person's capacity as a member.
"Court" includes every court and judge having
jurisdiction in a case.
"Debtor in bankruptcy" means a person who is the subject of an order for
relief
under Title 11 of the United States Code, a comparable
order under a successor statute of general application, or a comparable order
under federal, state, or foreign law governing insolvency.
"Distribution" means a transfer of money, property, or other benefit from a limited liability company to a member in the member's capacity as a
member or to a transferee of the member's distributional interest.
"Distributional interest" means all of a member's interest in distributions
by
the limited liability company.
"Entity" means a person other than an individual.
"Federal employer identification number" means either (i) the federal
employer identification number assigned by the Internal Revenue
Service to the limited liability company or foreign limited liability company
or (ii) in the case of a limited liability company or foreign
limited liability company not required to have a federal employer
identification number, any other number that may be assigned by the
Internal
Revenue Service for purposes of identification.
"Foreign limited liability company" means an unincorporated entity organized
under laws other than the laws of this State that afford
limited liability to its owners comparable to the liability under Section 10‑10
and is not required to register to transact business under any law of
this State other than this Act.
"Insolvent" means that a limited liability company is
unable to pay its debts as they become due in the usual
course of its business.
"Limited liability company" means a limited liability
company
organized under this Act.
"Manager" means a person, whether or not a member of a manager‑managed
company, who is vested with authority under Section 13‑5.
"Manager‑managed company" means a limited liability company which is so
designated in its articles of organization.
"Member" means a person
who becomes a member of the limited liability company upon formation of the
company or in the manner and at the time provided in the operating agreement
or, if the operating agreement does not so provide, in the manner and at the
time provided in this Act.
"Member‑managed company" means a limited liability company other than a
manager‑managed company.
"Membership interest" means a member's rights in the
limited liability company, including the member's right to receive distributions of the limited liability
company's assets.
"Operating agreement" means the agreement under Section 15‑5 concerning the
relations among the members, managers, and limited
liability company. The term "operating agreement" includes amendments to the
agreement.
"Organizer" means one of the signers of the original
articles of organization.
"Person" means an individual, partnership, domestic or
foreign limited partnership, limited liability company or
foreign limited liability company, trust, estate,
association, corporation, governmental body, or other
juridical being.
"Registered office" means that office maintained by the
limited liability company in this State, the address,
including street, number, city and county, of which is on
file in the office of the Secretary of State, at which, any
process, notice, or demand required or permitted by law may be
served upon the registered agent of the limited liability
company.
"Registered agent" means a person who is an agent for
service of process on the limited liability company who is
appointed by the limited liability company and whose address
is the registered office of the limited liability company.
"Restated articles of organization" means the articles
of organization restated as provided in Section 5‑30.
"State" means a state, territory, or possession of the
United States, the District of Columbia, or the Commonwealth
of Puerto Rico.
"Transfer" includes an assignment, conveyance, deed, bill of sale, lease,
mortgage, security interest, encumbrance, and gift.
(Source: P.A. 90‑424, eff. 1‑1‑98.)
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(805 ILCS 180/1‑10)
Sec. 1‑10.
Limited liability company name.
(a) The name of each limited liability company as set
forth in its articles of organization:
(1) shall contain the terms "limited liability | ||
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(2) may not contain a word or phrase, or an | ||
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(3) shall consist of letters of the English | ||
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(4) shall not contain any of the following terms: | ||
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(5) shall be the name under which the limited | ||
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(6) shall not contain any word or phrase that | ||
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(7) shall contain the word "trust", if it is a | ||
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(b) Nothing in this Section or Section 1‑20 shall
abrogate or limit the common law or statutory law of unfair
competition or unfair trade practices, nor derogate from the
common law or principles of equity or the statutes of this
State or of the United States of America with respect to the
right to acquire and protect copyrights, trade names,
trademarks, service marks, service names, or any other right
to the exclusive use of names or symbols.
(c) (Blank).
(d) The name shall be distinguishable upon the records
in the Office of the Secretary of State from all of the following:
(1) Any limited liability company that has articles | ||
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(2) Any foreign limited liability company admitted | ||
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(3) Any name for which an exclusive right has been | ||
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(4) Any assumed name that is registered with the | ||
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(5) Any corporate name or assumed corporate name of | ||
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(e) The provisions of subsection (d) of this Section
shall not apply if the organizer files with the Secretary of
State a certified copy of a final decree of a court of
competent jurisdiction establishing the prior right of the
applicant to the use of that name in this State.
(f) The Secretary of State shall determine whether a
name is "distinguishable" from another name for the purposes
of this Act. Without excluding other names that may not
constitute distinguishable names in this State, a name is not
considered distinguishable, for purposes of this Act, solely
because it contains one or more of the following:
(1) The word "limited", "liability" or "company" or | ||
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(2) Articles, conjunctions, contractions, | ||
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(Source: P.A. 92‑33, eff. 7‑1‑01; 93‑59, eff. 7‑1‑03.)
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(805 ILCS 180/1‑15)
Sec. 1‑15.
Reservation of name.
(a) The exclusive right to the use of a name may be
reserved by any of the following:
(1) A person intending to organize a limited | ||
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(2) A limited liability company or any foreign | ||
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(3) Any foreign limited liability company having | ||
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(4) A person intending to organize a foreign limited | ||
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(b) To reserve a specified name, a person shall submit
an application to the Secretary of State in the form and
manner the Secretary shall designate. If the Secretary of
State finds that the name is available for use by a limited
liability company or foreign limited liability company, the
Secretary of State shall reserve the name for the exclusive
use of the applicant for a period of 90 days or until surrendered by a
written cancellation document signed by the applicant, whichever is sooner.
The right to the exclusive use of a reserved name may be transferred to
any other person by delivering to the Office of the Secretary
of State a notice of the transfer, executed by the person for
whom the name was reserved and specifying the name and
address of the transferee.
(Source: P.A. 93‑59, eff. 7‑1‑03.)
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(805 ILCS 180/1‑20)
Sec. 1‑20.
Assumed name.
(a) A limited liability company or a foreign limited
liability company admitted to transact business or making
application for admission to transact business in Illinois
may elect to adopt an assumed name that complies with the
requirements of Section 1‑10 of this Act except (a)(1).
(a‑5) As used in this Act, "assumed name" means any name other than the
true
limited liability company name, except that the following do not constitute the
use of an assumed name under this Act:
(1) A limited liability company's identification of | ||
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(2) The use of a name of a division, not containing | ||
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(b) Before transacting any business in Illinois under
an assumed limited liability company name or names, the
limited liability company shall, for each assumed name,
execute and file in duplicate an application setting forth all of the
following:
(1) The true limited liability company name.
(2) The state or country under the laws of which it | ||
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(3) That it intends to transact business under an | ||
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(4) The assumed name that it proposes to use.
(c) The right to use an assumed name shall be effective
from the date of filing by the Secretary of State until the
first day of the anniversary month of the limited liability
company that falls within the next calendar year evenly
divisible by 5. However, if an application is filed within
the 2 months immediately preceding the anniversary month of a
limited liability company that falls within a calendar year
evenly divisible by 5, the right to use the assumed name
shall be effective until the first day of the anniversary
month of the limited liability company that falls within the
next succeeding calendar year evenly divisible by 5.
(d) A limited liability company shall renew the right
to use its assumed name or names, if any, within the 60 days
preceding the expiration of the right, for a period of 5
years, by making an election to do so at the time of filing
its annual report form and by paying the renewal fee as
prescribed by this Act.
(e) A limited liability company or foreign limited
liability company may change or cancel any or all of its
assumed names by executing and filing an application setting
forth all of the following:
(1) The true limited liability company name.
(2) The state or country under the laws of which it | ||
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(3) That it intends to cease transacting business | ||
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(4) The assumed name to be changed or cancelled.
(5) If the assumed name is to be changed, the | ||
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(f) Upon the filing of an application to change an
assumed name, the limited liability company shall have the
right to use the assumed name for the balance of the period
authorized.
(g) The right to use an assumed name shall be cancelled
by the Secretary of State if any of the following occurs:
(1) The limited liability company fails to renew an | ||
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(2) The limited liability company has filed an | ||
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(3) A limited liability company has been
dissolved.
(4) A foreign limited liability company has had its | ||
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(h) Any limited liability company or foreign limited
liability company failing to pay the prescribed fee for
assumed name renewal when due and payable shall be given
notice of nonpayment by the Secretary of State by
regular mail. If the fee, together with a late fee of
$100, is not paid within 60 days after the notice is mailed,
the right to use the assumed name shall cease.
Any limited liability company or foreign limited
liability company that (i) puts forth any sign or advertisement
assuming any name other than that under which it is organized
or otherwise authorized by law to act or (ii) violates Section 1‑27 is
guilty of a
petty offense and shall be fined not less than $501 and not
more than
$1,000. A limited liability company or foreign limited liability company
shall be deemed guilty of an
additional offense for each day it shall continue to so
offend.
Each limited liability company or foreign limited
liability company that fails or refuses (1) to answer
truthfully and fully within the time prescribed by this Act
interrogatories propounded by the Secretary of State in
accordance with this Act or (2) to perform any other act
required by this Act to be performed by the limited liability
company or foreign limited liability company is guilty of a
petty offense and shall be fined not less than $501 and not
more than $1,000.
(i) A foreign limited liability company may not use an assumed or fictitious
name in the conduct of its business to intentionally misrepresent the
geographic origin or location of the company.
(Source: P.A. 93‑59, eff. 7‑1‑03.)
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(805 ILCS 180/1‑25)
(Text of Section from P.A. 93‑59)
Sec. 1‑25.
Nature of business.
A limited liability company may
be formed for any
lawful purpose or business except:
(1) banking, exclusive of fiduciaries organized for | ||
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(2) insurance unless, for the purpose of carrying on | ||
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(3) the practice of dentistry unless all the members | ||
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(4) the practice of medicine unless all the | ||
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(A) licensed to practice medicine under the | ||
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(B) a registered medical corporation or | ||
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(C) a professional corporation organized | ||
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(D) a limited liability company that satisfies | ||
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(Source: P.A. 91‑593, eff. 8‑14‑99; 92‑144, eff. 7‑24‑01; 93‑59, eff.
7‑1‑03.)
(Text of Section from P.A. 93‑561)
Sec. 1‑25.
Nature of business.
A limited liability company may
be formed for any
lawful purpose or business except:
(1) (Blank);
(2) insurance unless, for the purpose of carrying on | ||
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(3) the practice of dentistry unless all the members | ||
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(4) the practice of medicine unless all the | ||
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(A) the member or members are licensed to | ||
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(B) the member or members are a registered | ||
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(C) the member or members are a professional | ||
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(D) the member or members are a medical limited | ||
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(Source: P.A. 91‑593, eff. 8‑14‑99; 92‑144, eff. 7‑24‑01; 93‑561, eff. 1‑1‑04.)
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(805 ILCS 180/1‑27)
Sec. 1‑27.
Locale misrepresentation.
(a) A person shall not advertise or cause to be listed in a telephone
directory an assumed or fictitious business name that intentionally
misrepresents where the business is actually located or operating or falsely
states that the business is located or operating in the area covered by the
telephone directory.
This subsection (a) does not apply to a telephone service provider or
to the publisher or distributor of a telephone service directory, unless the
conduct prescribed in this subsection (a) is on behalf of that telephone
service provider or that publisher or distributor.
(b) This Section does not apply to any foreign limited liability company
that has gross annual revenues in excess of $100,000,000.
(c) A foreign limited liability company that violates this Section is
guilty of a petty offense and must be fined not less than $501 and not more
than $1,000. A foreign limited liability company is guilty of an additional
offense for each additional day in violation of this Section.
(Source: P.A. 91‑906, eff. 1‑1‑01.)
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(805 ILCS 180/1‑30)
Sec. 1‑30.
Powers.
Each limited liability company
organized and existing under this Act may do all of the
following:
(1) Sue and be sued, complain and defend, and
participate in administrative or other proceedings, in its
name.
(2) Have a seal, which may be altered at pleasure, and
use the same by causing it, or a facsimile thereof, to be
impressed or affixed or in any other manner reproduced,
provided that the affixing of a seal to an instrument shall
not give the instrument additional force or effect, or change
the construction thereof, and the use of a seal is not
mandatory.
(3) Purchase, take, receive, lease as lessee, take by
gift, legacy, or otherwise acquire, own, hold, use, and
otherwise deal in and with any real or personal property, or
any interest therein, wherever situated.
(4) Sell, convey, mortgage, pledge, lease as lessor,
and otherwise dispose of all or any part of its property and
assets.
(5) Lend money to and otherwise assist its members and
employees.
(6) Purchase, take, receive, subscribe for or otherwise
acquire, own, hold, vote, use, employ, sell, mortgage, loan,
pledge, or otherwise dispose of, and otherwise use and deal
in and with, shares or other interests in or obligations of
other limited liability companies, domestic or foreign
corporations, associations, general or limited partnerships,
or individuals.
(7) Incur liabilities, borrow money for its proper
purposes at any rate of interest the limited liability
company may determine without regard to the restrictions of
any usury law of this State, issue notes, bonds, and other
obligations, secure any of its obligations by mortgage or
pledge or deed of trust of all or any part of its property,
franchises, and income, and make contracts, including
contracts of guaranty and suretyship.
(8) Invest its surplus funds from time to time, lend
money for its proper purposes, and take and hold real and
personal property as security for the payment of funds so
loaned or invested.
(9) Conduct its business, carry on its operations,
have offices within and without this State, and exercise in
any other state, territory, district, or possession of the
United States or in any foreign country the powers granted by
this Act.
(10) Elect managers and appoint agents of the limited
liability company, define their duties, and fix their
compensation.
(11) Enter into or amend an operating
agreement,
not inconsistent with
the laws of this State, for the administration and regulation
of the affairs of the limited liability company.
(12) Make donations for the public welfare or for
charitable, scientific, religious, or educational purposes,
lend money to the government, and transact
any lawful business in aid of the United States.
(13) Establish deferred compensation plans, pension
plans, profit‑sharing plans, bonus plans, option plans, and
other incentive plans for its managers and employees and make
the payments provided for therein.
(14) Become a promoter, partner, member, associate, or
manager of any general partnership, limited partnership,
joint venture or similar association, any other limited
liability company, or other enterprise.
(15) Have and exercise all powers necessary or
convenient to effect any or all of the purposes for which the
limited liability company is organized.
(Source: P.A. 90‑424, eff. 1‑1‑98.)
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(2) The name of the registered agent.
(3) The address, including street, number, city and | ||
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(4) That the registered agent resigns.
(5) The effective date of the resignation, which | ||
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(6) The address of the principal office of the | ||
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(7) A statement that a copy of the notice has been | ||
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(d) A new registered agent must be placed on record within 60 days after a
registered agent's notice of resignation under this Section.
(Source: P.A. 94‑605, eff. 1‑1‑06.)
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(3) If the address of its registered office be | ||
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(4) The name of its then registered agent.
(5) If its registered agent be changed, the name of | ||
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(6) That the address of its registered office and the | ||
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(7) That such change was authorized by resolution | ||
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(c) The change of address of the registered office, or the change of registered agent, or both, as the case may be, shall become effective upon the filing of such statement by the Secretary of State.
(Source: P.A. 94‑605, eff. 1‑1‑06.) |
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(3) The address, including street and number, or | ||
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(4) The name of its registered agent.
(5) That the address of its registered office and the | ||
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Such statement shall be executed by the registered agent.
(b) The change of address of the registered office shall become effective upon the filing of such statement by the Secretary of State.
(Source: P.A. 94‑605, eff. 1‑1‑06.) |
(805 ILCS 180/1‑40)
Sec. 1‑40.
Records to be kept.
(a) Each limited liability company shall keep at the principal place of business of the company named in
the articles of organization or other reasonable locations specified in the
operating agreement all of the following:
(1) A list of the full name and last known address | ||
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(2) A copy of the articles of organization, as | ||
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(3) Copies of the limited liability company's | ||
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(4) Copies of any then effective written operating | ||
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(b) Records kept under this Section may be inspected
and copied at the request and expense of any member or legal representative
of a deceased member or member under legal disability during
ordinary business hours.
(Source: P.A. 90‑424, eff. 1‑1‑98.)
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(805 ILCS 180/1‑43)
Sec. 1‑43.
Supplemental principles of law.
Unless displaced by particular
provisions of this Act, the principles of law and equity supplement this Act.
(Source: P.A. 90‑424, eff. 1‑1‑98.)
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(805 ILCS 180/1‑45)
Sec. 1‑45.
(Repealed).
(Source: P.A. 87‑1062. Repealed by P.A. 90‑424, eff. 1‑1‑98.)
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(805 ILCS 180/1‑50)
Sec. 1‑50.
Service of process on limited liability
company.
(a) Any process, notice, or demand required or
permitted by law to be served upon either a limited liability
company or foreign limited liability company shall be served
either upon the registered agent appointed by the limited
liability company or upon the Secretary of State as provided
in this Section.
(b) The Secretary of State shall be irrevocably
appointed as an agent of a limited liability company upon
whom any process, notice, or demand may be served under any
of the following circumstances:
(1) Whenever the limited liability company shall | ||
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(2) Whenever the limited liability company's | ||
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(c) Service under subsection (b) shall be made by the person instituting
the action by doing
all of the following:
(1) Serving on the Secretary of State, or on any | ||
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(2) Transmitting notice of the service on the | ||
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(A) at the last registered office of the limited | ||
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(B) at the address the use of which the person | ||
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(3) Attaching an affidavit of compliance with this | ||
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(d) Nothing herein contained shall limit or affect the
right to serve any process, notice, or demand required or
permitted by law to be served upon a limited liability
company in any other manner now or hereafter permitted by
law.
(e) The Secretary of State shall keep, for a period of
5 years from the date of service, a record of all processes,
notices, and demands served upon him or her under this
Section and shall record therein the time of the service and
such person's action with reference thereto.
(Source: P.A. 87‑1062.)
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(805 ILCS 180/1‑55)
Sec. 1‑55.
Transaction of business outside of this State.
It is intended by the enactment of this Act that the legal
existence of limited liability companies formed under this
Act be recognized beyond the limits of this State and that,
subject to any reasonable registration requirements, any
limited liability company transacting business outside of this
State be granted the protection of full faith and credit
under Section 1 of Article IV of the Constitution of the
United States.
(Source: P.A. 87‑1062.)
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(805 ILCS 180/1‑60)
Sec. 1‑60.
Certain powers reserved to General
Assembly. The General Assembly shall at all times have power
to prescribe such provisions and limitations as it may deem
advisable, which provisions and limitations shall be binding
upon any and all limited liability companies or foreign
limited liability companies, subject to the provisions of
this Act, and the General Assembly shall have power to amend,
repeal, or modify this Act.
(Source: P.A. 87‑1062.)
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