Illinois Compiled Statutes 805 ILCS 180/35-1 – Events causing dissolution and winding up of company’s business
Current as of: 2024 | Check for updates
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(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
(1) An event or circumstance that causes the
dissolution of a company by the express terms of the operating agreement.
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(2) The consent of all members.
(3) The passage of 180 consecutive days during which
Terms Used In Illinois Compiled Statutes 805 ILCS 180/35-1
- decree: is synonymous with the word "judgment". See Illinois Compiled Statutes 5 ILCS 70/1.24
(3) The passage of 180 consecutive days during which
the company has no members.
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(4) On application by a member or a dissociated
member, upon entry of a judicial decree that:
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(A) the economic purpose of the company has been
or is likely to be unreasonably frustrated;
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(B) the conduct of all or substantially all of
the company’s activities is unlawful;
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(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.
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(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:
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(A) have acted, are acting, or will act in a
manner that is illegal or fraudulent; or
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(B) have acted or are acting in a manner that is
oppressive and was, is, or will be directly harmful to the applicant.
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(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 interest.
(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 interest.