2016 Illinois Compiled Statutes
Chapter 805 - BUSINESS ORGANIZATIONS
805 ILCS 180/ - Limited Liability Company Act.
Article 10 - Members

(805 ILCS 180/Art. 10 heading)

(805 ILCS 180/10-1)
(Text of Section before amendment by P.A. 99-637)
Sec. 10-1. Admission of members. After the filing of the articles of organization, a person who acquires a membership interest directly from the limited liability company or is a transferee of a membership interest may be admitted as a member with unanimous consent of the members.
(Source: P.A. 90-424, eff. 1-1-98.)

(Text of Section after amendment by P.A. 99-637)
Sec. 10-1. Admission of members.
(a) A person becomes a member of a limited liability company:
(1) upon formation of the company, as provided in an

agreement between the organizer and the initial member if there is only one member, or as provided in an agreement among initial members if there is more than one member;

(2) after the formation of the company,
(A) as provided in the operating agreement;
(B) as the result of a transaction effective

under Article 37;

(C) with the consent of all the members; or
(D) if, within 180 consecutive days after the

company ceases to have any members:

(i) the last person to have been a member,

or the legal representative of that person, designates a person to become a member; and

(ii) the designated person consents to

become a member.

(b) A person that acquires a distributional interest, but that does not become a member, has merely the rights of a transferee under Sections 30-5 and 30-10.
(c) A person may become a member without acquiring a distributional interest and without making or being obligated to make a contribution to the limited liability company.
(Source: P.A. 99-637, eff. 7-1-17.)

(805 ILCS 180/10-5)
Sec. 10-5. (Repealed).
(Source: P.A. 87-1062. Repealed by P.A. 90-424, eff. 1-1-98.)

(805 ILCS 180/10-10)
Sec. 10-10. Liability of members and managers.
(a) Except as otherwise provided in subsection (d) of this Section, the debts, obligations, and liabilities of a limited liability company, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the company. A member or manager is not personally liable for a debt, obligation, or liability of the company solely by reason of being or acting as a member or manager.
(b) (Blank).
(c) The failure of a limited liability company to observe the usual company formalities or requirements relating to the exercise of its company powers or management of its business is not a ground for imposing personal liability on the members or managers for liabilities of the company.
(d) All or specified members of a limited liability company are liable in their capacity as members for all or specified debts, obligations, or liabilities of the company if:
(1) a provision to that effect is contained in the

articles of organization; and

(2) a member so liable has consented in writing to

the adoption of the provision or to be bound by the provision.

(Source: P.A. 90-424, eff. 1-1-98.)

(805 ILCS 180/10-15)
(Text of Section before amendment by P.A. 99-637)
Sec. 10-15. Member's right to information.
(a) A limited liability company shall provide members and their agents and attorneys access to its records, including the records required to be kept under Section 1-40, at the company's principal place of business or other reasonable locations specified in the operating agreement. The company shall provide former members and their agents and attorneys access for proper purposes to records pertaining to the period during which they were members. The right of access provides the opportunity to inspect and copy records during ordinary business hours. The company may impose a reasonable charge, limited to the costs of labor and material, for copies of records furnished.
(b) A member has the right upon written demand given to the limited liability company to obtain at the company's expense a copy of any written operating agreement.
(Source: P.A. 90-424, eff. 1-1-98.)

(Text of Section after amendment by P.A. 99-637)
Sec. 10-15. Right of members and dissociated members to information.
(a) A company shall furnish information when any member demands it in a record concerning the company's activities, financial condition, and other circumstances of the company's business necessary to the proper exercise of a member's rights and duties under the operating agreement or this Act or that is otherwise material to the membership interest of a member, unless the company knows that the member already knows that information.
(b) The following rules apply when a member makes a demand for information under this Section:
(1) During regular business hours and at a

reasonable location and time specified by the company, a member may obtain from the company, inspect, and copy information for a purpose consistent with subsection (a).

(2) Within 10 days after receiving a demand pursuant

to subsection (a):

(A) the company shall provide the information

demanded or, in a record, a description of the information the company will provide, stating a reasonable time within which it will be provided and the place where it will be provided; and

(B) if the company declines to provide any

demanded information, the company shall state its reasons for declining to the member in a record.

(c) Whenever this Act or an operating agreement provides for a member to give or withhold consent to a matter, before the consent is given or withheld, the company shall, without demand, provide the member with all information that is known to the company that is material to the member's decision.
(d) Within 10 days after a demand made in a record received by the limited liability company, a dissociated member may have access to information to which the person was entitled while a member if the information pertains to the period during which the person was a member, and the person seeks the information in good faith for a purpose consistent with subsection (a). The company shall respond to a demand made pursuant to this subsection in the manner provided in subdivisions (A) and (B) of paragraph (2) of subsection (b).
(e) A limited liability company may charge a person that makes a demand under this Section the reasonable costs of copying, limited to the costs of labor and material.
(f) A member or dissociated member may exercise rights under this Section through an agent or, in the case of an individual under legal disability, a legal representative. Any restriction or condition imposed by the operating agreement or under subsection (h) applies both to the agent or legal representative and the member or dissociated member.
(g) The rights under this Section do not extend to a person as transferee.
(h) In addition to any restriction or condition stated in its operating agreement, the limited liability company, as a matter within the ordinary course of its activities, may impose reasonable restrictions and conditions on access to and use of information to be furnished under this Section including, but not limited to, the designation of information such as trade secrets or information subject to confidentiality agreements with third parties as confidential with appropriate nondisclosure and safeguarding obligations. In a dispute concerning the reasonableness of a restriction or designation under this subsection, the company has the burden of proving reasonableness.
(i) This Section does not limit or restrict the right to inspect and copy records as provided in subsection (b) of Section 1-40.
(Source: P.A. 99-637, eff. 7-1-17.)