Statutes > Illinois Statutes > CHAPTER 805 BUSINESS ORGANIZATIONS > 805 ILCS 180/ Limited Liability Company Act. > Article 1 - General Provisions

Article 1 - General Provisions


      (805 ILCS 180/Art. 1 heading)
Article 1. General Provisions

    (805 ILCS 180/1‑1)
    Sec. 1‑1. Short title. This Act may be cited as the Limited Liability Company Act.
(Source: P.A. 87‑1062.)

    (805 ILCS 180/1‑5)
    Sec. 1‑5. Definitions. As used in this Act, unless the context otherwise requires:
    "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.
    "Anniversary month" means the month in which the anniversary of the limited liability company occurs.
    "Articles of organization" means the articles of organization filed by the Secretary of State for the purpose of forming a limited liability company as specified in Article 5.
    "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.
    "Business" includes every trade, occupation, profession, and other lawful purpose, whether or not carried on for profit.
    "Contribution" means any cash, property, or services rendered or a promissory note or other binding obligation to contribute cash or property or to perform services, that a person contributes to the limited liability company in that person's capacity as 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.
    "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.
    "Distributional interest" means all of a member's interest in distributions by the limited liability company.
    "Entity" means a person other than an individual.
    "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.
    "Insolvent" means that a limited liability company is unable to pay its debts as they become due in the usual course of its business.
    "Limited liability company" means a limited liability company organized under this Act.
    "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 under Section 13‑5.
    "Manager‑managed company" means a limited liability company which is so designated in its articles of organization.
    "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.
    "Member‑managed company" means a limited liability company other than a manager‑managed company.
    "Membership interest" means a member's rights in the limited liability company, including the member's right to receive distributions of the limited liability company's assets.
    "Operating agreement" means the agreement under Section 15‑5 concerning the relations among the members, managers, and limited liability company. The term "operating agreement" includes amendments to the agreement.
    "Organizer" means one of the signers of the original articles of organization.
    "Person" means an individual, partnership, domestic or foreign limited partnership, limited liability company or foreign limited liability company, trust, estate, association, corporation, governmental body, or other juridical being.
    "Registered office" means that office maintained by the 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.
    "Registered agent" means a person who is an agent for service of process on the limited liability company who is appointed by the limited liability company and whose address is the registered office of the limited liability company.
    "Restated articles of organization" means the articles of organization restated as provided in Section 5‑30.
    "State" means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico.
    "Transfer" includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, and gift.
(Source: P.A. 96‑126, eff. 1‑1‑10.)

    (805 ILCS 180/1‑10)
    Sec. 1‑10. Limited liability company name.
    (a) The name of each limited liability company as set forth in its articles of organization:
        (1) shall contain the terms "limited liability
    company", "L.L.C.", or "LLC", or, if organized as a low‑profit limited liability company under Section 1‑26 of this Act, shall contain the term "L3C";
        (2) may not contain a word or phrase, or an
    abbreviation or derivation thereof, the use of which is prohibited or restricted by any other statute of this State unless the restriction has been complied with;
        (3) shall consist of letters of the English alphabet,
    Arabic or Roman numerals, or symbols capable of being readily reproduced by the Office of the Secretary of State;
        (4) shall not contain any of the following terms:
    "Corporation," "Corp.," "Incorporated," "Inc.," "Ltd.," "Co.," "Limited Partnership" or "L.P.";
        (5) shall be the name under which the limited
    liability company transacts business in this State unless the limited liability company also elects to adopt an assumed name or names as provided in this Act; provided, however, that the limited liability company may use any divisional designation or trade name without complying with the requirements of this Act, provided the limited liability company also clearly discloses its name;
        (6) shall not contain any word or phrase that
    indicates or implies that the limited liability company is authorized or empowered to be in the business of a corporate fiduciary unless otherwise permitted by the Commissioner of the Office of Banks and Real Estate under Section 1‑9 of the Corporate Fiduciary Act. The word "trust", "trustee", or "fiduciary" may be used by a limited liability company only if it has first complied with Section 1‑9 of the Corporate Fiduciary Act;
        (7) shall contain the word "trust", if it is a
    limited liability company organized for the purpose of accepting and executing trusts; and
        (8) shall not, as to any limited liability company
    organized or amending its company name on or after April 3, 2009 (the effective date of Public Act 96‑7), without the express written consent of the United States Olympic Committee, contain the words: (i) "Olympic"; (ii) "Olympiad"; (iii) "Paralympic"; (iv) "Paralympiad"; (v) "Citius Altius Fortius"; (vi) "CHICOG"; or (vii) "Chicago 2016".
    (b) Nothing in this Section or Section 1‑20 shall abrogate or limit the common law or statutory law of unfair competition or unfair trade practices, nor derogate from the common law or principles of equity or the statutes of this State or of the United States of America with respect to the right to acquire and protect copyrights, trade names, trademarks, service marks, service names, or any other right to the exclusive use of names or symbols.
    (c) (Blank).
    (d) The name shall be distinguishable upon the records in the Office of the Secretary of State from all of the following:
        (1) Any limited liability company that has articles
    of organization filed with the Secretary of State under Section 5‑5.
        (2) Any foreign limited liability company admitted to
    transact business in this State.
        (3) Any name for which an exclusive right has been
    reserved in the Office of the Secretary of State under Section 1‑15.
        (4) Any assumed name that is registered with the
    Secretary of State under Section 1‑20.
        (5) Any corporate name or assumed corporate name of a
    domestic or foreign corporation subject to the provisions of Section 4.05 of the Business Corporation Act of 1983 or Section 104.05 of the General Not For Profit Corporation Act of 1986.
    (e) The provisions of subsection (d) of this Section shall not apply if the organizer files with the Secretary of State a certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the applicant to the use of that name in this State.
    (f) The Secretary of State shall determine whether a name is "distinguishable" from another name for the purposes of this Act. Without excluding other names that may not constitute distinguishable names in this State, a name is not considered distinguishable, for purposes of this Act, solely because it contains one or more of the following:
        (1) The word "limited", "liability" or "company" or
    an abbreviation of one of those words.
        (2) Articles, conjunctions, contractions,
    abbreviations, or different tenses or number of the same word.
(Source: P.A. 96‑7, eff. 4‑3‑09; 96‑126, eff. 1‑1‑10; 96‑1000, eff. 7‑2‑10.)

    (805 ILCS 180/1‑15)
    Sec. 1‑15. Reservation of name.
    (a) The exclusive right to the use of a name may be reserved by any of the following:
        (1) A person intending to organize a limited
     liability company under this Act which will have that name.
        (2) A limited liability company or any foreign
     limited liability company registered in this State that, in either case, intends to adopt that name.
        (3) Any foreign limited liability company having
     that name and intending to make application for admission to transact business in this State.
        (4) A person intending to organize a foreign limited
     liability company and intending to make application for admission to transact business in this State and adopt that name.
    (b) To reserve a specified name, a person shall submit an application to the Secretary of State in the form and manner the Secretary shall designate. If the Secretary of State finds that the name is available for use by a limited liability company or foreign limited liability company, the Secretary of State shall reserve the name for the exclusive use of the applicant for a period of 90 days or until surrendered by a written cancellation document signed by the applicant, whichever is sooner. The right to the exclusive use of a reserved name may be transferred to any other person by delivering to the Office of the Secretary of State a notice of the transfer, executed by the person for whom the name was reserved and specifying the name and address of the transferee.
(Source: P.A. 93‑59, eff. 7‑1‑03.)

    (805 ILCS 180/1‑20)
    Sec. 1‑20. Assumed name.
    (a) A limited liability company or a foreign limited liability company admitted to transact business or making application for admission to transact business in Illinois may elect to adopt an assumed name that complies with the requirements of Section 1‑10 of this Act except (a)(1).
    (a‑5) As used in this Act, "assumed name" means any name other than the true limited liability company name, except that the following do not constitute the use of an assumed name under this Act:
        (1) A limited liability company's identification of
     its business with a trademark or service mark of which the company is the owner or licensed user.
        (2) The use of a name of a division, not containing
     the word "limited", "liability", or "company" or an abbreviation of one of those words, provided that the limited liability company also clearly discloses its true name.
    (b) Before transacting any business in Illinois under an assumed limited liability company name or names, the limited liability company shall, for each assumed name, execute and file in duplicate an application setting forth all of the following:
        (1) The true limited liability company name.
        (2) The state or country under the laws of which it
     is organized.
        (3) That it intends to transact business under an
     assumed limited liability company name.
        (4) The assumed name that it proposes to use.
    (c) The right to use an assumed name shall be effective from the date of filing by the Secretary of State until the first day of the anniversary month of the limited liability company that falls within the next calendar year evenly divisible by 5. However, if an application is filed within the 2 months immediately preceding the anniversary month of a limited liability company that falls within a calendar year evenly divisible by 5, the right to use the assumed name shall be effective until the first day of the anniversary month of the limited liability company that falls within the next succeeding calendar year evenly divisible by 5.
    (d) A limited liability company shall renew the right to use its assumed name or names, if any, within the 60 days preceding the expiration of the right, for a period of 5 years, by making an election to do so at the time of filing its annual report form and by paying the renewal fee as prescribed by this Act.
    (e) A limited liability company or foreign limited liability company may change or cancel any or all of its assumed names by executing and filing an application setting forth all of the following:
        (1) The true limited liability company name.
        (2) The state or country under the laws of which it
     is organized.
        (3) That it intends to cease transacting business
     under an assumed name by changing or cancelling it.
        (4) The assumed name to be changed or cancelled.
        (5) If the assumed name is to be changed, the
     assumed name that the limited liability company proposes to use.
    (f) Upon the filing of an application to change an assumed name, the limited liability company shall have the right to use the assumed name for the balance of the period authorized.
    (g) The right to use an assumed name shall be cancelled by the Secretary of State if any of the following occurs:
        (1) The limited liability company fails to renew an
     assumed name.
        (2) The limited liability company has filed an
     application to change or cancel the assumed name.
        (3) A limited liability company has been dissolved.
        (4) A foreign limited liability company has had its
     admission to do business in Illinois revoked.
    (h) Any limited liability company or foreign limited liability company failing to pay the prescribed fee for assumed name renewal when due and payable shall be given notice of nonpayment by the Secretary of State by regular mail. If the fee, together with a late fee of $100, is not paid within 60 days after the notice is mailed, the right to use the assumed name shall cease. Any limited liability company or foreign limited liability company that (i) puts forth any sign or advertisement assuming any name other than that under which it is organized or otherwise authorized by law to act or (ii) violates Section 1‑27 is guilty of a petty offense and shall be fined not less than $501 and not more than $1,000. A limited liability company or foreign limited liability company shall be deemed guilty of an additional offense for each day it shall continue to so offend. Each limited liability company or foreign limited liability company that fails or refuses (1) to answer truthfully and fully within the time prescribed by this Act interrogatories propounded by the Secretary of State in accordance with this Act or (2) to perform any other act required by this Act to be performed by the limited liability company or foreign limited liability company is guilty of a petty offense and shall be fined not less than $501 and not more than $1,000.
    (i) A foreign limited liability company may not use an assumed or fictitious name in the conduct of its business to intentionally misrepresent the geographic origin or location of the company.
(Source: P.A. 93‑59, eff. 7‑1‑03.)

    (805 ILCS 180/1‑25)
    Sec. 1‑25. Nature of business. A limited liability company may be formed for any lawful purpose or business except:
        (1) (blank);
        (2) insurance unless, for the purpose of carrying on
     business as a member of a group including incorporated and individual unincorporated underwriters, the Director of Insurance finds that the group meets the requirements of subsection (3) of Section 86 of the Illinois Insurance Code and the limited liability company, if insolvent, is subject to liquidation by the Director of Insurance under Article XIII of the Illinois Insurance Code;
        (3) the practice of dentistry unless all the members
     and managers are licensed as dentists under the Illinois Dental Practice Act; or
        (4) the practice of medicine unless all the
     managers, if any, are licensed to practice medicine under the Medical Practice Act of 1987 and each member is either:
            (A) licensed to practice medicine under the
         Medical Practice Act of 1987; or
            (B) a registered medical corporation or
         corporations organized pursuant to the Medical Corporation Act; or
            (C) a professional corporation organized
         pursuant to the Professional Service Corporation Act of physicians licensed to practice under the Medical Practice Act of 1987; or
            (D) a limited liability company that satisfies
         the requirements of subparagraph (A), (B), or (C).
(Source: P.A. 95‑331, eff. 8‑21‑07; 95‑738, eff. 1‑1‑09.)

    (805 ILCS 180/1‑26)
    Sec. 1‑26. Low‑profit limited liability company.
    (a) A low‑profit limited liability company shall at all times significantly further the accomplishment of one or more charitable or educational purposes within the meaning of Section 170(c)(2)(B) of the Internal Revenue Code of 1986, 26 U.S.C. 170(c)(2)(B), or its successor, and would not have been formed but for the relationship to the accomplishment of such charitable or educational purposes.
    (b) A limited liability company which intends to qualify as a low‑profit limited liability company pursuant to the provisions of this Section shall so indicate in its articles of organization, and further state that:
        (1) no significant purpose of the company is the
    production of income or the appreciation of property; however, the fact that a person produces significant income or capital appreciation shall not, in the absence of other factors, be conclusive evidence of a significant purpose involving the production of income or the appreciation of property; and
        (2) no purpose of the company is to accomplish one or
    more political or legislative purposes within the meaning of Section 170(c)(2)(D) of the Internal Revenue Code of 1986, 26 U.S.C. 170(c)(2)(D), or its successor.
    (c) A company that no longer satisfies the requirements of this Section 1‑26 continues to exist as a limited liability company and shall promptly amend its articles of organization so that its name and purpose no longer identify it as a low‑profit limited liability company or L3C.
    (d) Any company operating or holding itself out as a low‑profit limited liability company in Illinois, any company formed as a low‑profit limited liability company under this Act, and any chief operating officer, director, or manager of any such company is a "trustee" as defined in Section 3 of the Charitable Trust Act.
    (e) Nothing in this Section 1‑26 prevents a limited liability company that is not organized under it from electing a charitable or educational purpose in whole or in part for doing business under this Act.
(Source: P.A. 96‑126, eff. 1‑1‑10; 96‑1000, eff. 7‑2‑10.)

    (805 ILCS 180/1‑27)
    Sec. 1‑27. Locale misrepresentation.
    (a) A person shall not advertise or cause to be listed in a telephone directory an assumed or fictitious business name that intentionally misrepresents where the business is actually located or operating or falsely states that the business is located or operating in the area covered by the telephone directory. This subsection (a) does not apply to a telephone service provider or to the publisher or distributor of a telephone service directory, unless the conduct prescribed in this subsection (a) is on behalf of that telephone service provider or that publisher or distributor.
    (b) This Section does not apply to any foreign limited liability company that has gross annual revenues in excess of $100,000,000.
    (c) A foreign limited liability company that violates this Section is guilty of a petty offense and must be fined not less than $501 and not more than $1,000. A foreign limited liability company is guilty of an additional offense for each additional day in violation of this Section.
(Source: P.A. 91‑906, eff. 1‑1‑01.)

    (805 ILCS 180/1‑28)
    Sec. 1‑28. Certificate of Registration; Department of Financial and Professional Regulation. This Section applies only to a limited liability company that intends to provide, or does provide, professional services that require the individuals engaged in the profession to be licensed by the Department of Financial and Professional Regulation. A limited liability company covered by this Section shall not open, operate, or maintain an establishment for any of the purposes for which a limited liability company may be organized under this Act without obtaining a certificate of registration from the Department.
    Application for such registration shall be made in writing and shall contain the name and address of the limited liability company and such other information as may be required by the Department. Upon receipt of such application, the Department shall make an investigation of the limited liability company. If the Department finds that the organizers, managers, and members are each licensed pursuant to the laws of Illinois to engage in the particular profession or related professions involved (except that an initial organizer may be a licensed attorney) and if no disciplinary action is pending before the Department against any of them and if it appears that the limited liability company will be conducted in compliance with the law and the rules and regulations of the Department, the Department shall issue, upon payment of a registration fee of $50, a certificate of registration.
    Upon written application of the holder, the Department shall renew the certificate if it finds that the limited liability company has complied with its regulations and the provisions of this Act and the applicable licensing Act. This fee for the renewal of a certificate of registration shall be calculated at the rate of $40 per year. The certificate of registration shall be conspicuously posted upon the premises to which it is applicable, and the limited liability company shall have only those offices which are designated by street address in the articles of organization, or as changed by amendment of such articles. A certificate of registration shall not be assignable.
    All fees collected under this Section shall be deposited into the General Professions Dedicated Fund.
(Source: P.A. 96‑679, eff. 8‑25‑09; 96‑984, eff. 1‑1‑11; 96‑1000, eff. 7‑2‑10.)

    (805 ILCS 180/1‑30)
    Sec. 1‑30. Powers. Each limited liability company organized and existing under this Act may do all of the foll