There is a newer version of the Illinois Compiled Statutes
2010 Illinois Code
CHAPTER 805 BUSINESS ORGANIZATIONS
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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(2) may not contain a word or phrase, or an | ||
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(3) shall consist of letters of the English alphabet, | ||
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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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(8) shall not, as to any limited liability company | ||
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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 to | ||
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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 a | ||
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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. 96‑7, eff. 4‑3‑09; 96‑126, eff. 1‑1‑10; 96‑1000, eff. 7‑2‑10.) |
(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.) |
(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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(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. 95‑331, eff. 8‑21‑07; 95‑738, eff. 1‑1‑09.) |
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(2) no purpose of the company is to accomplish one or | ||
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(c) A company that no longer satisfies the requirements of this Section 1‑26 continues to exist as a limited liability company and shall promptly amend its articles of organization so that its name and purpose no longer identify it as a low‑profit limited liability company or L3C. (d) Any company operating or holding itself out as a low‑profit limited liability company in Illinois, any company formed as a low‑profit limited liability company under this Act, and any chief operating officer, director, or manager of any such company is a "trustee" as defined in Section 3 of the Charitable Trust Act. (e) Nothing in this Section 1‑26 prevents a limited liability company that is not organized under it from electing a charitable or educational purpose in whole or in part for doing business under this Act. (Source: P.A. 96‑126, eff. 1‑1‑10; 96‑1000, eff. 7‑2‑10.) |
(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.) |
(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, and city | ||
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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. 96‑988, eff. 7‑2‑10.) |
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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 the members or | ||
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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. 96‑988, eff. 7‑2‑10.) |
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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.) |
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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 .) |
(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.) |
(805 ILCS 180/1‑45) Sec. 1‑45. (Repealed). (Source: P.A. 87‑1062. Repealed by P.A. 90‑424, eff. 1‑1‑98.) |
(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.) |
(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.) |
(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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