Illinois Compiled Statutes 805 ILCS 180 Limited Liability Company Act. Section 35-60

    (805 ILCS 180/35-60)

    Sec. 35-60. Company purchase of distributional interest.

    (a) A limited liability company shall purchase a distributional interest of a member for its fair value determined as of the date of the member's dissociation if the member's dissociation does not result in a dissolution and winding up of the company's business under Section 35-1.

    (b) A limited liability company must deliver a purchase offer to the dissociated member whose distributional interest is entitled to be purchased not later than 30 days after the date determined under subsection (a) of this Section. The purchase offer must be accompanied by:

        (1) a statement of the company's assets and

    liabilities as of the date determined under subsection (a) of this Section;

        (2) the latest available balance sheet and income

    statement, if any; and

        (3) an explanation of how the estimated amount of the

    payment was calculated.

    (c) If the price and other terms of a purchase of a distributional interest are fixed or are to be determined by the operating agreement, the price and terms so fixed or determined govern the purchase unless the purchaser defaults. If a default occurs, the dissociated member is entitled to commence a proceeding to have the company dissolved under Section 35-1.

    (d) If an agreement to purchase the distributional interest is not made within 120 days after the date determined under subsection (a) of this Section, the dissociated member, within another 120 days, may commence a proceeding against the limited liability company to enforce the purchase. The company at its expense shall notify in writing all of the remaining members, and any other person the court directs, of the commencement of the proceeding. The jurisdiction of the court in which the proceeding is commenced under this subsection (d) is plenary and exclusive.

    (e) The court shall determine the fair value of the distributional interest in accordance with the standards set forth in Section 35-65 together with the terms for the purchase. Upon making these determinations, the court shall order the limited liability company to purchase or cause the purchase of the interest.

    (f) Damages for wrongful dissociation under Section 35-50, and all other amounts owing, whether or not currently due, from the dissociated member to a limited liability company, must be offset against the purchase price.

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

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Last modified: February 18, 2015