(805 ILCS 180/35-1)
Sec. 35-1. Events causing dissolution and winding up of company's business. A limited liability company is dissolved, and, unless continued pursuant to subsection (b) of Section 35-3, its business must be wound up, upon the occurrence of any of the following events:
(1) An event specified in the operating agreement.
(2) Consent of the number or percentage of members specified in the operating agreement.
(3) An event that makes it unlawful for all or substantially all of the business of the company to be continued, but any cure of illegality within 90 days after notice to the company of the event is effective retroactively to the date of the event for purposes of this Section.
(4) On application by a member or a dissociated member, upon entry of a judicial decree that:
(A) the economic purpose of the company is likely to
be unreasonably frustrated;
(B) another member has engaged in conduct relating to
the company's business that makes it not reasonably practicable to carry on the company's business with that member;
(C) it is not otherwise reasonably practicable to
carry on the company's business in conformity with the articles of organization and the operating agreement;
(D) the company failed to purchase the petitioner's
distributional interest as required by Section 35-60; or
(E) the managers or members in control of the company
have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent with respect to the petitioner.
(5) On application by a transferee of a member's interest, a judicial determination that it is equitable to wind up the company's business.
(6) Administrative dissolution under Section 35-25.
(Source: P.A. 90-424, eff. 1-1-98.)
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Last modified: February 18, 2015