(805 ILCS 180/Art. 1 heading)

(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.)

(805 ILCS 180/1-5) (Text of Section before amendment by P.A. 101-553) 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 and all amendments thereto, whether evidenced by articles of amendment, articles of merger, or a statement of correction affecting the articles. "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, as amended from time to time, or any successor statute. "Business" includes every trade, occupation, profession, and other lawful purpose, whether or not carried on for profit. "Company" means a limited liability company. "Contribution" means any cash, property, services rendered, or other benefit, or a promissory note or other binding obligation to contribute cash or property, perform services, or provide any other benefit, that a person contributes to the limited liability company in that person's capacity as a member or in order to become 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 a member's right to receive distributions of the limited liability company's assets, but no other rights or interests of a member. "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. "Legal representative" means, without limitation, an executor, administrator, guardian, personal representative and agent, including an appointee under a power of attorney. "Limited liability company" means a limited liability company organized under this Act. "L3C" or "low-profit limited liability company" means a for-profit limited liability company which satisfies the requirements of Section 1-26 of this Act and does not have as a significant purpose the production of income or the appreciation of property."Manager" means a person, whether or not a member of a manager-managed company, who is vested with authority in an operating agreement as provided in Section 15-1. "Manager-managed company" means a limited liability company that vests authority in a manager or managers in an operating agreement as provided in Section 15-1. "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 all of 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, whether or not referred to as an operating agreement and whether oral, in a record, implied, or in any combination thereof, of all of the members of a limited liability company, including a sole member, 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. "Professional limited liability company" means a limited liability company that provides professional services licensed by the Department of Financial and Professional Regulation and that is organized under the Professional Limited Liability Company Act and this Act. "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. "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. "Sign" means, with the present intent to authenticate or adopt a record:(1) to execute or adopt a tangible symbol; or(2) to attach to or logically associate with the

record an electronic symbol, sound, or process.

"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. 99-637, eff. 7-1-17; 100-894, eff. 8-14-18.) (Text of Section after amendment by P.A. 101-553) 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 and all amendments thereto, whether evidenced by articles of amendment, articles of merger, or a statement of correction affecting the articles. "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, as amended from time to time, or any successor statute. "Business" includes every trade, occupation, profession, and other lawful purpose, whether or not carried on for profit. "Company" means a limited liability company. "Contribution" means any cash, property, services rendered, or other benefit, or a promissory note or other binding obligation to contribute cash or property, perform services, or provide any other benefit, that a person contributes to the limited liability company in that person's capacity as a member or in order to become 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 a member's right to receive distributions of the limited liability company's assets, but no other rights or interests of a member. "Entity" means a person other than an individual. "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. "Legal representative" means, without limitation, an executor, administrator, guardian, personal representative and agent, including an appointee under a power of attorney. "Limited liability company" means a limited liability company organized under this Act. "L3C" or "low-profit limited liability company" means a for-profit limited liability company which satisfies the requirements of Section 1-26 of this Act and does not have as a significant purpose the production of income or the appreciation of property."Manager" means a person, whether or not a member of a manager-managed company, who is vested with authority in an operating agreement as provided in Section 15-1. "Manager-managed company" means a limited liability company that vests authority in a manager or managers in an operating agreement as provided in Section 15-1. "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. "Operating agreement" means the agreement under Section 15-5, whether or not referred to as an operating agreement and whether oral, in a record, implied, or in any combination thereof, of all of the members of a limited liability company, including a sole member, 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. "Professional limited liability company" means a limited liability company that provides professional services licensed by the Department of Financial and Professional Regulation and that is organized under the Professional Limited Liability Company Act and this Act. "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. "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. "Sign" means, with the present intent to authenticate or adopt a record:(1) to execute or adopt a tangible symbol; or(2) to attach to or logically associate with the

record an electronic symbol, sound, or process.

"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. 100-894, eff. 8-14-18; 101-553, eff. 1-1-20.)

(805 ILCS 180/1-6) Sec. 1-6. Electronic records. Any requirement in this Act that there be a writing or that any document, instrument, or agreement be written or in ink is subject to the provisions of the Electronic Commerce Security Act. (Source: P.A. 99-637, eff. 7-1-17.)

(805 ILCS 180/1-10) Sec. 1-10. Limited liability company name. (a) The name of each limited liability company or foreign limited liability company organized, existing, or subject to the provisions of this Act: (1) shall contain the terms "limited liability

company", "L.L.C.", or "LLC", or, if organized as a low-profit limited liability company under Section 1-26 of this Act, shall contain the term "L3C";

(2) may not contain a word or phrase, or an

abbreviation or derivation thereof, the use of which is prohibited or restricted by any other statute of this State unless the restriction has been complied with;

(3) shall consist of letters of the English alphabet,

Arabic or Roman numerals, or symbols capable of being readily reproduced by the Office of the Secretary of State;

(4) shall not contain any of the following terms:

"Corporation," "Corp.," "Incorporated," "Inc.," "Ltd.," "Co.," "Limited Partnership" or "L.P.";

(5) shall be the name under which the limited

liability company transacts business in this State unless the limited liability company also elects to adopt an assumed name or names as provided in this Act; provided, however, that the limited liability company may use any divisional designation or trade name without complying with the requirements of this Act, provided the limited liability company also clearly discloses its name;

(6) shall not contain any word or phrase that

indicates or implies that the limited liability company is authorized or empowered to be in the business of a corporate fiduciary unless otherwise permitted by the Secretary of Financial and Professional Regulation under Section 1-9 of the Corporate Fiduciary Act. The word "trust", "trustee", or "fiduciary" may be used by a limited liability company only if it has first complied with Section 1-9 of the Corporate Fiduciary Act; and

(7) shall contain the word "trust", if it is a

limited liability company organized for the purpose of accepting and executing trusts.

(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

of organization filed with the Secretary of State under Section 5-5.

(2) Any foreign limited liability company admitted to

transact business in this State.

(3) Any name for which an exclusive right has been

reserved in the Office of the Secretary of State under Section 1-15.

(4) Any assumed name that is registered with the

Secretary of State under Section 1-20.

(5) Any corporate name or assumed corporate name of a

domestic or foreign corporation subject to the provisions of Section 4.05 of the Business Corporation Act of 1983 or Section 104.05 of the General Not For Profit Corporation Act of 1986.

(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

an abbreviation of one of those words.

(2) Articles, conjunctions, contractions,

abbreviations, or different tenses or number of the same word.

(Source: P.A. 98-720, eff. 7-16-14; 99-227, eff. 8-3-15.)

(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

liability company under this Act which will have that name.

(2) A limited liability company or any foreign

limited liability company registered in this State that, in either case, intends to adopt that name.

(3) Any foreign limited liability company having that

name and intending to make application for admission to transact business in this State.

(4) A person intending to organize a foreign limited

liability company and intending to make application for admission to transact business in this State and adopt that name.

(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

its business with a trademark or service mark of which the company is the owner or licensed user.

(2) The use of a name of a division, not containing

the word "limited", "liability", or "company" or an abbreviation of one of those words, provided that the limited liability company also clearly discloses its true name.

(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

is organized.

(3) That it intends to transact business under an

assumed limited liability company name.

(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

is organized.

(3) That it intends to cease transacting business

under an assumed name by changing or cancelling it.

(4) The assumed name to be changed or cancelled. (5) If the assumed name is to be changed, the assumed

name that the limited liability company proposes to use.

(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

assumed name.

(2) The limited liability company has filed an

application to change or cancel the assumed name.

(3) A limited liability company has been dissolved. (4) A foreign limited liability company has had its

admission to do business in Illinois revoked.

(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.)

(805 ILCS 180/1-25) Sec. 1-25. Nature of business. (a) A limited liability company may be formed for any lawful purpose or business except insurance unless, for the purpose of carrying on business as a member of a group including incorporated and individual unincorporated underwriters, the Director of Insurance finds that the group meets the requirements of subsection (3) of Section 86 of the Illinois Insurance Code and the limited liability company, if insolvent, is subject to liquidation by the Director of Insurance under Article XIII of the Illinois Insurance Code. (b) (Blank).(c) (Blank). (d) A limited liability company that intends to provide a professional service licensed by the Department of Financial and Professional Regulation must be formed in compliance with the Professional Limited Liability Company Act. (Source: P.A. 99-227, eff. 8-3-15; 100-894, eff. 8-14-18.)

(805 ILCS 180/1-26) Sec. 1-26. Low-profit limited liability company. (a) A low-profit limited liability company shall at all times significantly further the accomplishment of one or more charitable or educational purposes within the meaning of Section 170(c)(2)(B) of the Internal Revenue Code of 1986, 26 U.S.C. 170(c)(2)(B), or its successor, and would not have been formed but for the relationship to the accomplishment of such charitable or educational purposes.(b) A limited liability company which intends to qualify as a low-profit limited liability company pursuant to the provisions of this Section shall so indicate in its articles of organization, and further state that: (1) no significant purpose of the company is the

production of income or the appreciation of property; however, the fact that a person produces significant income or capital appreciation shall not, in the absence of other factors, be conclusive evidence of a significant purpose involving the production of income or the appreciation of property; and

(2) no purpose of the company is to accomplish one or

more political or legislative purposes within the meaning of Section 170(c)(2)(D) of the Internal Revenue Code of 1986, 26 U.S.C. 170(c)(2)(D), or its successor.

(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 180/1-28) Sec. 1-28. Certificate of registration; Department of Financial and Professional Regulation. This Section applies only to a limited liability company that intends to provide, or does provide, professional services that require the individuals engaged in the profession to be licensed by the Department of Financial and Professional Regulation. A limited liability company covered by this Section shall not open, operate, or maintain an establishment for any of the purposes for which a limited liability company may be organized under this Act without obtaining a certificate of registration from the Department pursuant to the Professional Limited Liability Company Act. (Source: P.A. 99-227, eff. 8-3-15.)

(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) Designate managers and appoint officers and

other 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. 99-637, eff. 7-1-17.)

(805 ILCS 180/1-35) Sec. 1-35. Registered office and registered agent. (a) Each limited liability company and foreign limited liability company shall continuously maintain in this State a registered agent and registered office, which agent must be an individual resident of this State or other person authorized to transact business in this State. (b) A limited liability company or foreign limited liability company may change its registered agent or the address of its registered office pursuant to Section 1-36 and the registered agent of a limited liability company or a foreign limited liability company may change the address of its registered office pursuant to Section 1-37. (c) The registered agent may at any time resign by filing in the Office of the Secretary of State written notice thereof and by mailing a copy thereof to the limited liability company or foreign limited liability company at its principal office as it is known to the resigning registered agent. The notice must be mailed at least 10 days before the date of filing thereof with the Secretary of State. The notice shall be executed by the registered agent, if an individual, or, if a business entity, in the manner authorized by the governing statute. The notice shall set forth all of the following: (1) The name of the limited liability company for

which the registered agent is acting.

(2) The name of the registered agent. (3) The address, including street, number, and city

of the limited liability company's then registered office in this State.

(4) That the registered agent resigns. (5) The effective date of the resignation, which

shall not be sooner than 30 days after the date of filing.

(6) The address of the principal office of the

limited liability company as it is known to the registered agent.

(7) A statement that a copy of the notice has been

sent by registered or certified mail to the principal office of the limited liability company within the time and in the manner prescribed by this Section.

(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.)

(805 ILCS 180/1-36) Sec. 1-36. Change of registered office or registered agent.(a) A domestic limited liability company or a foreign limited liability company may from time to time change the address of its registered office. A domestic limited liability company or a foreign limited liability company shall change its registered agent if the office of registered agent shall become vacant for any reason, or if its registered agent becomes disqualified or incapacitated to act. (b) A domestic limited liability company or a foreign limited liability company may change the address of its registered office or change its registered agent, or both, by executing and filing, in duplicate, in accordance with Section 5-45 of this Act a statement setting forth: (1) The name of the limited liability company. (2) The address, including street and number, or

rural route number, of its then registered office.

(3) If the address of its registered office be

changed, the address, including street and number, or rural route number, to which the registered office is to be changed.

(4) The name of its then registered agent. (5) If its registered agent be changed, the name of

its successor registered agent.

(6) That the address of its registered office and the

address of the business office of its registered agent, as changed, will be identical.

(7) That such change was authorized by the members or

managers.

(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.)

(805 ILCS 180/1-37) Sec. 1-37. Change of address of registered agent.(a) A registered agent may change the address of the registered office of the domestic limited liability company or of the foreign limited liability company, for which he or she or it is a registered agent, to another address in this State, by filing, in duplicate, in accordance with Section 5-45 of this Act a statement setting forth: (1) The name of the limited liability company. (2) The address, including street and number, or

rural route number, of its then registered office.

(3) The address, including street and number, or

rural route number, to which the registered office is to be changed.

(4) The name of its registered agent. (5) That the address of its registered office and the

address of the business office of its registered agent, as changed, will be identical.

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) (Text of Section before amendment by P.A. 101-553) 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 of

each member setting forth the amount of cash each member has contributed, a description and statement of the agreed value of the other property or services each member has contributed or has agreed to contribute in the future, and the date on which each became a member.

(2) A copy of the articles of organization, as

amended or restated, together with executed copies of any powers of attorney under which any articles, application, or certificate has been executed.

(3) Copies of the limited liability company's

federal, State, and local income tax returns and reports, if any, for the 3 most recent years.

(4) Copies of any then effective written operating

agreement and any amendments thereto and of any financial statements of the limited liability company for the 3 most recent years.

(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.(c) The rights under subsection (b) of this Section also extend to a transferee of a distributional interest, but only for a proper purpose. In order to exercise this right, a transferee must make written demand upon the limited liability company, stating with particularity the records sought to be inspected and the purpose of the demand.(d) Within 10 days after receiving a demand pursuant to subsection (c):(1) 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

(2) if the company declines to provide any demanded

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

A transferee may exercise the rights under this subsection through a legal representative. (Source: P.A. 99-637, eff. 7-1-17.) (Text of Section after amendment by P.A. 101-553) 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 of

each member setting forth the amount of cash each member has contributed, a description and statement of the agreed value of the other property or services each member has contributed or has agreed to contribute in the future, and the date on which each became a member.

(2) A copy of the articles of organization, as

amended or restated, together with executed copies of any powers of attorney under which any articles, application, or certificate has been executed.

(3) Copies of the limited liability company's

federal, State, and local income tax returns and reports, if any, for the 3 most recent years.

(4) Copies of any then effective written operating

agreement and any amendments thereto and of any financial statements of the limited liability company for the 3 most recent years.

(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.(c) The rights under subsection (b) of this Section also extend to a transferee of a distributional interest, but only for a proper purpose. In order to exercise this right, a transferee must make written demand upon the limited liability company, stating with particularity the records sought to be inspected and the purpose of the demand.(d) Within 10 days after receiving a demand pursuant to subsection (c):(1) 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

(2) if the company declines to provide any demanded

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

A transferee may exercise the rights under this subsection through a legal representative. (e) If the company fails to comply with this Section, the person making a request or demand may file an action to compel the company to permit the inspection and copying and to obtain such other legal or equitable relief as may be proper. If the court finds that the company failed to comply with the requirements of this Section and, in the case of subsection (c) or (d), the company acted unreasonably, the court may award the plaintiff its reasonable costs and attorney's fees incurred in bringing and prosecuting the action. (Source: P.A. 101-553, eff. 1-1-20.)

(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 180/1-46) Sec. 1-46. Applicability of statute of frauds. An operating agreement is enforceable whether or not there is a writing signed or record authenticated by a party against whom enforcement is sought, even if the agreement is not capable of performance within one year of its making. (Source: P.A. 99-637, eff. 7-1-17.)

(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 fail

to appoint or maintain a registered agent in this State.

(2) Whenever the limited liability company's

registered agent cannot with reasonable diligence be found at the registered office in this State or at the principal place of business stated in the articles of organization.

(3) When a limited liability company has dissolved,

the conditions of paragraph (1) and paragraph (2) exist, and a civil action, suit or proceeding is instituted against or affecting the limited liability company within 5 years after the issuance of a certificate of dissolution or the filing of a judgment of dissolution.

(4) When a domestic limited liability company has

been dissolved, the conditions of paragraph (1) or paragraph (2) exist, and a criminal proceeding has been instituted against or affecting the limited liability company.

(5) When the admission of a foreign limited liability

company to transact business in this State has been revoked or withdrawn.

(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

employee having responsibility for administering this Act, a copy of the process, notice, or demand, together with any papers required by law to be delivered in connection with service and paying the fee prescribed by Article 50 of this Act.

(2) Transmitting notice of the service on the

Secretary of State and a copy of the process, notice, or demand and accompanying papers to the limited liability company being served, by registered or certified mail:

(A) at the last registered office of the limited

liability company shown by the records on file in the Office of the Secretary of State; and

(B) at the address the use of which the person

instituting the action, suit, or proceeding knows or, on the basis of reasonable inquiry, has reason to believe, is most likely to result in actual notice.

(3) Attaching an affidavit of compliance with this

Section, in substantially the form that the Secretary of State may by rule or regulation prescribe, to the process, notice, or demand.

(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. 98-171, eff. 8-5-13.)

(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.)

(805 ILCS 180/1-65) Sec. 1-65. Governing law. The law of this State governs:(1) the internal affairs and organization of a

limited liability company;

(2) the liability of a member as member and a

manager as manager for the debts, obligations, or other liabilities of a limited liability company;

(3) the internal affairs and establishment of a

series of a limited liability company;

(4) the liability of a member or a manager

associated with a series for the debts, obligations, or other liabilities of the series; and

(5) the liability of a series for the debts,

obligations, or other liabilities of the limited liability company that established the series or for another series established by the limited liability company, and the liability of the limited liability company for the debts, obligations, or other liabilities of a series established by the limited liability company.

(Source: P.A. 99-637, eff. 7-1-17.)