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| Public Act 101-0553 | ||||
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AN ACT concerning business.
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Be it enacted by the People of the State of Illinois,
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represented in the General Assembly:
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Section 5. The Limited Liability Company Act is amended by | ||||
changing Sections 1-5, 1-40, 10-1, 10-10, 10-15, 13-15, 15-20, | ||||
30-1, 35-1, and 35-45 as follows:
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(805 ILCS 180/1-5)
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Sec. 1-5. Definitions. As used in this Act, unless
the | ||||
context otherwise requires:
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"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.
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"Anniversary month" means the month in which the
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anniversary of the limited liability company occurs.
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"Articles of organization" means the articles of
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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.
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"Business" includes every trade, occupation, profession, | ||
and other lawful
purpose, whether or not carried on for profit.
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"Company" means a limited liability company. | ||
"Contribution" means any cash, property, services
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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.
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"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.
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"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.
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"Entity" means a person other than an individual.
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"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.
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"Insolvent" means that a limited liability company is
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unable to pay its debts as they become due in the usual
course | ||
of its business.
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"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.
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"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.
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"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.
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"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.
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"Member-managed company" means a limited liability company | ||
other than a
manager-managed company.
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"Membership interest" means all of a member's rights in the
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limited liability company, including the member's right to | ||
receive distributions of the limited liability
company's | ||
assets.
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"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.
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"Organizer" means one of the signers of the original
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articles of organization.
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"Person" means an individual, partnership, domestic or
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foreign limited partnership, limited liability company or
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foreign limited liability company, trust, estate,
association, | ||
corporation, governmental body, or other
juridical being.
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"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
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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.
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"Registered agent" means a person who is an agent for
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service of process on the limited liability company who is
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appointed by the limited liability company and whose address
is | ||
the registered office of the limited liability company.
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"Restated articles of organization" means the articles
of | ||
organization restated as provided in Section 5-30.
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"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
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United States, the District of Columbia, or the Commonwealth
of | ||
Puerto Rico.
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"Transfer" includes an assignment, conveyance, deed, bill | ||
of sale, lease,
mortgage, security interest, encumbrance, and | ||
gift.
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(Source: P.A. 99-637, eff. 7-1-17; 100-894, eff. 8-14-18.)
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(805 ILCS 180/1-40)
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Sec. 1-40. Records to be kept.
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(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:
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(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.
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(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.
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(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.
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(4) Copies of any then effective written operating
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agreement and any amendments thereto and of any
financial | ||
statements of the limited liability company
for the 3 most | ||
recent years.
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(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.
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(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. 99-637, eff. 7-1-17.)
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(805 ILCS 180/10-1)
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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. | ||
More than one person may be designated to become a | ||
member under this clause (D). | ||
(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.
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(Source: P.A. 99-637, eff. 7-1-17.)
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(805 ILCS 180/10-10)
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Sec. 10-10. Liability of members and managers.
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(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
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for a debt, obligation, or liability of the company solely
by | ||
reason of being or acting as a member or manager.
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(a-5) Nothing in subsection (a) or subsection (d) limits | ||
the personal liability of a member or manager imposed under law | ||
other than this Act, including, but not limited to, agency, | ||
contract, and tort law.
The purpose of this subsection (a-5) is | ||
to overrule the interpretation of subsections (a) and (d) set | ||
forth in Dass v. Yale, 2013 IL App (1st) 122520, and Carollo v. | ||
Irwin, 2011 IL App (1st) 102765, and clarify that under | ||
existing law a member or manager of a limited liability company | ||
may be liable under law other than this Act for its own | ||
wrongful acts or omissions, even when acting or purporting to | ||
act on behalf of a limited liability company. This subsection | ||
is therefore intended to be applicable to actions with respect | ||
to which all timely appeals have not exhausted before the | ||
effective date of this amendatory Act of the 101st General | ||
Assembly as well as to all actions commenced on or after the | ||
effective date of this amendatory Act of the 101st General | ||
Assembly. | ||
(b) (Blank).
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(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.
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(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:
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(1) a provision to that effect is contained in the | ||
articles of
organization; and
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(2) a member so liable has consented in writing to the | ||
adoption of the
provision or to be bound by the provision.
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(Source: P.A. 90-424, eff. 1-1-98.)
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(805 ILCS 180/10-15)
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Sec. 10-15. Right of members and dissociated members to | ||
information.
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(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 member's membership interest in the | ||
company 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.
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(j) If the company fails to provide any information | ||
required to be provided by this Section, the person entitled to | ||
the information may file an action to compel the company to | ||
provide the information 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, | ||
the court may award the plaintiff its reasonable costs and | ||
attorney's fees incurred in bringing and prosecuting the | ||
action. The court may, in connection with any information | ||
described in subsection (h), impose such restrictions and | ||
conditions on access to and use of such information as it deems | ||
appropriate based on the reasonable needs of the company and | ||
the member in question. | ||
(Source: P.A. 99-637, eff. 7-1-17.)
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(805 ILCS 180/13-15) | ||
Sec. 13-15. Statement of authority. | ||
(a) A limited liability company may deliver to the | ||
Secretary of State for filing a statement of authority. The | ||
statement shall be executed and filed in accordance with | ||
Section 5-45 of this Act and: | ||
(1) must include the name of the company and the | ||
address of its principal place of business; and | ||
(2) may state the authority, or limitations on the | ||
authority, of any member or manager of the company or any | ||
other person to: | ||
(A) execute an instrument transferring real | ||
property held in the name of the company; or | ||
(B) enter into other transactions on behalf of, or | ||
otherwise act for or bind, the company. | ||
(b) To amend or cancel a statement of authority, a limited | ||
liability company must deliver to the Secretary of State for | ||
filing a statement of amendment or cancellation. The statement | ||
shall be executed and filed in accordance with Section 5-45 of | ||
this Act and must include: | ||
(1) the name of the limited liability company and the | ||
address of its principal place of business; | ||
(2) the date the statement of authority being amended | ||
or cancelled became effective; and | ||
(3) the contents of the amendment or a declaration that | ||
the statement of authority is canceled. | ||
(c) Except as otherwise provided in subsections (e) and | ||
(f), a limitation on the authority of a member or manager of | ||
the limited liability company contained in a statement of | ||
authority is not by itself evidence of knowledge or notice of | ||
the limitation by any person. | ||
(d) A grant of authority not pertaining to transfers of | ||
real property and contained in a statement of authority is | ||
conclusive in favor of a person that is not a member and that | ||
gives value in reliance on the grant, except to the extent that | ||
when the person gives value, the person has knowledge to the | ||
contrary. | ||
(e) A certified copy of a statement of authority that | ||
grants authority to transfer real property held in the name of | ||
the limited liability company and that is recorded in the | ||
office for recording transfers of the real property is | ||
conclusive in favor of a person that is not a member and that | ||
gives value in reliance on the grant without knowledge to the | ||
contrary. | ||
(f) If a certified copy of a statement of authority | ||
containing a limitation on the authority to transfer real | ||
property held in the name of a limited liability company is | ||
recorded in the office for recording transfers of that real | ||
property, all persons that are not members are deemed to know | ||
of the limitation. | ||
(g) Unless previously cancelled by a statement of | ||
cancellation, a statement of authority expires as of the date, | ||
if any, specified in the statement of authority. | ||
(h) If the articles of organization state the authority or | ||
limitations on the authority of any person on behalf of a | ||
company, the authority stated or limited shall not bind any | ||
person who is not a member or manager until that person | ||
receives actual notice in a record from the company that agency | ||
authority is stated or limited in the articles. If the | ||
authority stated or limited in the articles of organization | ||
conflicts with authority stated or limited in a statement of | ||
authority filed with the Secretary of State under this Section | ||
on behalf of the company, the statement of authority is the | ||
effective statement and a person who is not a member or manager | ||
may rely upon the terms of the filed statement of authority | ||
notwithstanding conflicting terms in the articles of | ||
organization.
| ||
(Source: P.A. 99-637, eff. 7-1-17.)
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(805 ILCS 180/15-20)
| ||
Sec. 15-20. Actions by members.
| ||
(a) A member may maintain an action against a limited | ||
liability company, a manager, or
another member for legal or | ||
equitable relief, with or without an
accounting as to the | ||
company's business, to enforce all of the following:
| ||
(1) The member's rights under the operating agreement.
| ||
(2) The member's rights under this Act.
| ||
(3) The rights and otherwise protect the interests of | ||
the member,
including rights and interests arising | ||
independently of the member's
relationship to
the company.
| ||
(b) The accrual, and any time limited for the assertion, of | ||
a right of
action for a remedy under this Section is governed | ||
by other law. A
right to an accounting upon a dissolution and | ||
winding up does not revive a
claim barred by law.
| ||
(Source: P.A. 90-424, eff. 1-1-98.)
| ||
(805 ILCS 180/30-1)
| ||
Sec. 30-1. Member's distributional interest.
| ||
(a) A member is not a co-owner of, and has no transferable | ||
interest in,
property of a limited liability company.
| ||
(b) A distributional interest in a limited liability | ||
company is personal
property and, subject to Sections 30-5 and | ||
30-10, may be transferred in whole
or in part.
| ||
(c) An operating agreement may provide that a | ||
distributional interest may be
evidenced by a certificate of | ||
the interest issued by the limited
liability company and, | ||
subject to Section 30-10, may also provide for the
transfer of | ||
any interest represented by the certificate.
| ||
(d) Except as provided in subsection (b), the rights, | ||
powers, and interest of a member, including a member described | ||
in subsection (c) of Section 10-1, may not be transferred | ||
except in accordance with authority described in the operating | ||
agreement or if all other members consent. | ||
(Source: P.A. 90-424, eff. 1-1-98.)
| ||
(805 ILCS 180/35-1)
| ||
Sec. 35-1. Events causing dissolution and winding up of | ||
company's
business. | ||
(a)
A limited liability company is dissolved and its | ||
business must be wound
up upon the occurrence of any of the | ||
following events:
| ||
(1) An event or circumstance that causes the | ||
dissolution of a company by the express terms of the | ||
operating agreement.
| ||
(2) The consent of all members.
| ||
(3) The passage of 180 consecutive days during which | ||
the company has no members.
| ||
(4) On application by a member or a dissociated member, | ||
upon entry of a
judicial decree that:
| ||
(A) the economic purpose of the company has been or | ||
is likely to be unreasonably
frustrated;
| ||
(B) the conduct of all or substantially all of the | ||
company's activities is unlawful;
| ||
(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.
| ||
(5) On application by a member or transferee of a
| ||
distributional
interest, upon entry of a judicial decree | ||
that the managers or those members in control of the | ||
company: | ||
(A) have acted, are
acting, or will act in a manner | ||
that is illegal or fraudulent; or
| ||
(B) have acted or are acting in a manner that is | ||
oppressive and was, is, or will be directly harmful to | ||
the applicant.
| ||
(6) Administrative dissolution under Section 35-25.
| ||
(b) In a proceeding under subdivision (4) or (5) of | ||
subsection (a), the court may order a remedy other than | ||
dissolution including, but not limited to, a buyout of the | ||
applicant's distributional membership interest. | ||
(Source: P.A. 99-637, eff. 7-1-17.)
| ||
(805 ILCS 180/35-45)
| ||
Sec. 35-45. Events causing member's dissociation. A member | ||
is dissociated from a limited liability company upon the | ||
occurrence of
any of the following events:
| ||
(1) The company's having notice of the member's express | ||
will to dissociate withdraw
upon
the date of notice or on a | ||
later date specified by the member.
| ||
(2) An event agreed to in the operating agreement as | ||
causing the member's
dissociation.
| ||
(3) Upon transfer of all of a member's distributional | ||
interest, other than a
transfer for security purposes or a | ||
court order charging the member's
distributional interest | ||
that has not been foreclosed.
| ||
(4) The member's expulsion pursuant to the operating | ||
agreement.
| ||
(5) The member's expulsion by unanimous vote of the | ||
other members if:
| ||
(A) it is unlawful to carry on the company's | ||
business with the member;
| ||
(B) there has been a transfer of substantially all | ||
of the member's
distributional interest, other than a | ||
transfer for security purposes or a court
order | ||
charging the member's distributional interest that has | ||
not been
foreclosed;
| ||
(C) within 90 days after the company notifies a | ||
corporate member that it
will be expelled because it | ||
has filed a certificate of dissolution or the
| ||
equivalent, its charter has been revoked, or its right | ||
to conduct business has
been suspended by the | ||
jurisdiction of its incorporation, the member
fails to | ||
obtain a revocation of the certificate of dissolution | ||
or a
reinstatement of its charter or its right to | ||
conduct business; or
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(D) a partnership or a limited liability company | ||
that is a member has been
dissolved and its business is | ||
being wound up.
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(6) On application by the company or another member, | ||
the member's expulsion
by judicial determination because | ||
the member:
| ||
(A) engaged in wrongful conduct that adversely and | ||
materially affected the
company's business;
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(B) willfully or persistently committed a material | ||
breach of the operating
agreement or of a duty owed to | ||
the company or the other members under Section
15-3; or
| ||
(C) engaged in conduct relating to the company's | ||
business that makes it
not reasonably practicable to | ||
carry on the business with the member.
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(7) The member's:
| ||
(A) becoming a debtor in bankruptcy;
| ||
(B) executing an assignment for the benefit of | ||
creditors;
| ||
(C) seeking, consenting to, or acquiescing in the | ||
appointment of a
trustee, receiver, or liquidator of | ||
the member or of all or substantially all
of
the | ||
member's property; or
| ||
(D) failing, within 90 days after the appointment, | ||
to have vacated or
stayed the appointment of a trustee, | ||
receiver, or liquidator of the member or
of
all or | ||
substantially all of the member's property obtained | ||
without the member's
consent or acquiescence, or | ||
failing within 90 days after the
expiration of a stay | ||
to have the appointment vacated.
| ||
(8) In the case of a member who is an individual:
| ||
(A) the member's death;
| ||
(B) the appointment of a guardian or general | ||
conservator for the member;
or
| ||
(C) a judicial determination that the member has | ||
otherwise become
incapable of performing the member's | ||
duties under the operating agreement.
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(9) In the case of a member that is a trust or is | ||
acting as a member by
virtue of being a trustee of a trust, | ||
distribution of the trust's
entire rights to receive | ||
distributions from the company, but not merely by
reason of | ||
the substitution of a successor trustee.
| ||
(10) In the case of a member that is an estate or is | ||
acting as a member by
virtue of being a personal | ||
representative of an estate, distribution of the
estate's | ||
entire rights to receive distributions from the company, | ||
but not
merely the substitution of a successor personal | ||
representative.
| ||
(11) Termination of the existence of a member if the | ||
member is not an
individual, estate, or trust other than a | ||
business trust.
| ||
(12) In the case of a company that participates in a | ||
merger under Article 37, if: | ||
(A) the company is not the surviving entity; or | ||
(B) otherwise as a result of the merger, the person | ||
ceases to be a member. | ||
(13) The company participates in a conversion under the | ||
Entity Omnibus Act. | ||
(14) The company participates in a domestication under | ||
the Entity Omnibus Act, if, as a result, the person ceases | ||
to be a member. | ||
(Source: P.A. 99-637, eff. 7-1-17; 100-561, eff. 7-1-18.)
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