Illinois Compiled Statutes 805 ILCS 180 Limited Liability Company Act. Section 35-3

    (805 ILCS 180/35-3)

    Sec. 35-3. Limited liability company continues after dissolution.

    (a) Subject to subsections (b) and (c) of this Section, a limited liability company continues after dissolution only for the purpose of winding up its business.

    (b) At any time after the dissolution of a limited liability company and before the winding up of its business is completed, the members, including a dissociated member whose dissociation caused the dissolution, may unanimously waive the right to have the company's business wound up and the company terminated. Any such waiver shall take effect upon:

        (1) (blank);

        (2) (blank);

        (3) the filing with the Secretary of State by the

    limited liability company of all reports then due and theretofore becoming due;

        (4) the payment to the Secretary of State by the

    limited liability company of all fees and penalties then due and theretofore becoming due; and

        (5) the filing of articles of revocation of

    dissolution setting forth:

            (A) the name of the limited liability company at

        the time of filing the articles of dissolution;

            (B) if the name is not available for use as

        determined by the Secretary of State at the time of filing the articles of revocation of dissolution, the name of the limited liability company as changed, provided that any change of name is properly effected under Section 1-10 and Section 5-25 of this Act;

            (C) the effective date of the dissolution that

        was revoked;

            (D) the date that the revocation of dissolution

        was authorized;

            (E) a statement that the members have unanimously

        waived the right to have the company's business wound up and the company terminated; and

            (F) the address, including street and number or

        rural route number, of the registered office of the limited liability company upon revocation of dissolution and the name of its registered agent at that address upon the revocation of dissolution of the limited liability company, provided that any change from either the registered office or the registered agent at the time of dissolution is properly reported under Section 1-35 of this Act.

    Upon compliance with the provisions of this subsection, the Secretary of State shall file the articles of revocation of dissolution. Upon filing of the articles of revocation of dissolution:

        (i) the limited liability company resumes carrying on

    its business as if dissolution had never occurred, and any liability incurred by the limited liability company or a member after the dissolution and before the waiver is determined as if the dissolution had never occurred; and

        (ii) the rights of a third party accruing under

    subsection (a) of Section 35-7 or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver are not adversely affected.

    (c) Unless otherwise provided in the articles of organization or the operating agreement, the limited liability company is not dissolved and is not required to be wound up if:

        (1) within 6 months or such period as is provided for

    in the articles of organization or the operating agreement after the occurrence of the event that caused the dissociation of the last remaining member, the personal representative of the last remaining member agrees in writing to continue the limited liability company until the admission of the personal representative of that member or its nominee or designee to the limited liability company as a member, effective as of the occurrence of the event that caused the dissociation of the last remaining member, provided that the articles of organization or the operating agreement may provide that the personal representative of the last remaining member shall be obligated to agree in writing to continue the limited liability company and to the admission of the personal representative of that member or its nominee or designee to the limited liability company as a member, effective as of the occurrence of the event that caused the dissociation of the last remaining member; or

        (2) a member is admitted to the limited liability

    company in the manner provided for in the articles of organization or the operating agreement, effective as of the occurrence of the event that caused the dissociation of the last remaining member, within 6 months or such other period as is provided for in the operating agreement after the occurrence of the event that caused the dissociation of the last remaining member, pursuant to a provision of the articles of organization or the operating agreement that specifically provides for the admission of a member to the limited liability company after there is no longer a remaining member of the limited liability company.

(Source: P.A. 98-720, eff. 7-16-14.)

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Last modified: February 18, 2015