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Article 5 - Organization

      (805 ILCS 180/Art. 5 heading)Article 5. Organization

(805 ILCS 180/5‑1)     Sec. 5‑1. Organization.     (a) One or more persons, other than natural persons under 18 years of age, may organize a limited liability company by executing and delivering articles of organization to the Secretary of State as specified in Sections 5‑5 and 5‑45. The organizers need not be members of the limited liability company. Each organizer of a limited liability company organized to engage in the practice of medicine shall be a licensed physician of this State or an attorney licensed to practice law in this State. The execution of the articles of organization constitutes an affirmation by the person, under penalty of perjury, that the facts stated therein are true.     (b) A limited liability company shall have one or more members.     (c) A limited liability company is a legal entity distinct from its members. (Source: P.A. 93‑59, eff. 7‑1‑03.)

(805 ILCS 180/5‑5)     Sec. 5‑5. Articles of organization.     (a) The articles of organization shall set forth all of the following:         (1) The name of the limited liability company and

the address of its principal place of business which may, but need not be a place of business in this State.

(2) The purposes for which the limited liability

company is organized, which may be stated to be, or to include, the transaction of any or all lawful businesses for which limited liability companies may be organized under this Act.

(3) The name of its registered agent and the address

of its registered office.

(4) If the limited liability company is to be

managed by a manager or managers, the names and business addresses of the initial manager or managers.

(5) If management of the limited liability company

is to be vested in the members under Section 15‑1, then the names and addresses of the initial member or members.

(6) The latest date, if any, upon which the limited

liability company is to dissolve and other events of dissolution, if any, that may be agreed upon by the members under Section 35‑1 hereof.

(7) The name and address of each organizer.         (8) Any other provision, not inconsistent with law,

that the members elect to set out in the articles of organization for the regulation of the internal affairs of the limited liability company, including any provisions that, under this Act, are required or permitted to be set out in the operating agreement of the limited liability company.

(b) A limited liability company is organized at the time articles of organization are filed by the Secretary of State or at any later time, not more than 60 days after the filing of the articles of organization, specified in the articles of organization.     (c) Articles of organization for the organization of a limited liability company for the purpose of accepting and executing trusts shall not be filed by the Secretary of State until there is delivered to him or her a statement executed by the Commissioner of the Office of Banks and Real Estate that the organizers of the limited liability company have made arrangements with the Commissioner of the Office of Banks and Real Estate to comply with the Corporate Fiduciary Act.     (d) Articles of organization for the organization of a limited liability company as a bank or a savings bank must be filed with the Commissioner of Banks and Real Estate or, if the bank or savings bank will be organized under federal law, with the appropriate federal banking regulator. (Source: P.A. 93‑561, eff. 1‑1‑04.)

(805 ILCS 180/5‑10)     Sec. 5‑10. Amendment to articles of organization. A limited liability company may amend its articles of organization at any time to add a new provision or to change or remove an existing provision, provided that the articles as amended contain only provisions that are required or permitted in original articles of organization at the time of amendment. (Source: P.A. 87‑1062.)

(805 ILCS 180/5‑15)     Sec. 5‑15. Amendment by managers. A majority of the managers of a limited liability company may adopt one or more amendments to its articles of organization without member action to do any of the following:     (1) To remove the name and address of any manager named in the articles of organization who is no longer a manager.     (2) To remove the name and address of the initial registered agent or the address of the initial registered office, if a statement of change is on file with the Secretary of State.     (3) To change the company name by substituting the words "limited liability company" for the abbreviation "L.L.C." or "LLC" or vice versa, or by adding a geographical attribution to the name.     (4) To restate its articles of organization as currently amended; such articles supersede the original articles and all amendments thereto. (Source: P.A. 90‑424, eff. 1‑1‑98.)

(805 ILCS 180/5‑20)     Sec. 5‑20. (Repealed). (Source: P.A. 87‑1062. Repealed by P.A. 90‑424, eff. 1‑1‑98.)

    (805 ILCS 180/5‑25)
    Sec. 5‑25. Articles of amendment. The articles of amendment shall be executed and filed in duplicate and shall set forth the following:
        (1) The name of the limited liability company.
        (2) The text of each amendment adopted.
        (3) A statement that the amendment was approved as

required by the operating agreement or this Act, as applicable.

(4) (Blank.)         (5) The date on which the amendment is to become

effective, if the amendment is to become effective after the date on which the articles of amendment are filed. The date shall not exceed 30 days after the date of filing by the Secretary of State.

(Source: P.A. 95‑368, eff. 8‑23‑07.)

(805 ILCS 180/5‑30)     Sec. 5‑30. Restated articles of organization. A limited liability company, whenever desired, may integrate into a single instrument all of the provisions of its articles of organization which are then in effect and operative as a result of there having previously been filed with the Secretary of State one or more instruments under this Act. The restated articles of organization shall be specifically designated as such in the heading. They shall state, either in their heading or in an introductory paragraph, (i) the company's present name if the name has been changed, (ii) the name under which documents were originally filed, and (iii) the date of filing of the original articles of organization by the Secretary of State. Restated articles of organization shall also state that they were duly executed and filed in accordance with the provisions of this Section. (Source: P.A. 87‑1062.)

(805 ILCS 180/5‑35)     Sec. 5‑35. Effect of articles of amendment. The amendment shall become effective and the articles of organization shall be deemed to be amended accordingly, as of the later of:     (1) the filing of the articles of amendment by the Secretary of State; or     (2) the time established under the articles of amendment, not to exceed 30 days after the filing of the articles of amendment by the Secretary of State.     If the amendment restates the articles of organization, the restated articles of organization shall, upon the amendment becoming effective, supersede and stand in lieu of the limited liability company's preexisting articles of organization. (Source: P.A. 87‑1062.)

(805 ILCS 180/5‑40)     Sec. 5‑40. Effect of filing of articles of organization.     (a) Upon the filing of the articles of organization by the Secretary of State, the limited liability company's existence shall begin, and each of the duplicate copies stamped "Filed" and marked with the filing date shall be conclusive evidence, except as against the State, that all conditions precedent required to be performed by the organizers have been complied with and that the limited liability company has been or shall be, on a later date if so specified in the articles of organization, legally organized and formed under this Act.     (b) If a later date is specified, the articles of organization may be prevented from becoming effective by an application for withdrawal executed in the same manner as the articles of organization and filed with the Secretary of State on or before the specified effective date.     (c) Nothing in this Section shall affect the right of this State to institute a proceeding to cancel or revoke the articles of organization or for involuntary dissolution of the limited liability company or the right of any aggrieved person to maintain an action to enjoin or obtain other relief for a violation of or failure to comply with the provisions of Section 1‑10. (Source: P.A. 87‑1062.)

(805 ILCS 180/5‑45)     Sec. 5‑45. Forms, execution, acknowledgement and filing.     (a) All reports required by this Act to be filed in the Office of the Secretary of State shall be made on forms prescribed and furnished by the Secretary of State. Forms for all other documents to be filed in the Office of the Secretary of State shall be furnished by the Secretary of State upon request therefor, but the use thereof, unless otherwise specifically prescribed in this Act, shall not be mandatory.     (b) Whenever any provision of this Act specifically requires any document to be executed by the limited liability company in accordance with this Section, unless otherwise specifically stated in this Act and subject to any additional provisions of this Act, the document shall be executed, in ink, as follows:         (1) The articles of organization shall be signed by

the organizer or organizers.

(2) All other documents shall be signed:             (A) by a manager and verified by him or her; or             (B) if there are no managers, then by the

members or those of them that may be designated by a majority vote of the members.

(c) The name of a person signing the document and the capacity in which the person signs shall be stated beneath or opposite the person's signature.     (d) The execution of any document required by this Act by a member or manager constitutes an affirmation under the penalties of perjury that the facts stated therein are true and that the person has authority to execute the document.     (e) When filed in the Office of the Secretary of State, an authorization, including a power of attorney, to sign a record must be in writing, then sworn to, verified, or acknowledged. (Source: P.A. 90‑424, eff. 1‑1‑98.)

    (805 ILCS 180/5‑46)
    Sec. 5‑46. Electronic filing. Documents or reports transmitted for filing electronically must include the name of the person making the submission. The inclusion shall constitute the affirmation or acknowledgement of the person, under penalties of perjury, that the instrument is his or her act and deed or the act and deed of the limited liability company, as the case may be, and that the facts stated therein are true. Compliance with this Section shall satisfy the signature provisions of Section 5‑45 of this Act, which shall otherwise apply.
(Source: P.A. 95‑368, eff. 8‑23‑07.)

    (805 ILCS 180/5‑47)
    Sec. 5‑47. Statement of correction.
    (a) Whenever any instrument authorized to be filed with the Secretary of State under any provision of this Act has been so filed and, as of the date of the action therein referred to, contains any misstatement of fact, typographical error, error of transcription, or any other error or defect or was defectively or erroneously executed, such instrument may be corrected by filing, in accordance with Section 5‑45 of this Act, a statement of correction.
    (b) A statement of correction shall set forth:
        (1) The name of the limited liability company and

the state or country under the laws of which it is organized.

(2) The title of the instrument being corrected and

the date it was filed by the Secretary of State.

(3) The inaccuracy, error, or defect to be corrected

and the portion of the instrument in corrected form.

(c) A statement of correction shall be executed in the same manner in which the instrument being corrected was required to be executed.     (d) The corrected instrument shall be effective as of the date the original instrument was filed.     (e) A statement of correction shall not:         (1) Effect any change or amendment of articles which

would not in all respects have complied with the requirements of this Act at the time of filing the instrument being corrected.

(2) Take the place of any document, statement, or

report otherwise required to be filed by this Act.

(3) Affect any right or liability accrued or

incurred before such filing, except that any right or liability accrued or incurred by reason of the error or defect being corrected shall be extinguished by such filing if the person having such right has not detrimentally relied on the original instrument.

(4) Alter the provisions of the articles of

organization with respect to the limited liability company name, purpose, ability to establish series, or the names and addresses of the organizers, initial manager or managers, and initial member or members.

(5) Alter the provisions of the application for

admission to transact business as a foreign limited liability company with respect to the limited liability name or ability to establish series.

(6) Alter the provisions of the application to adopt

or change an assumed limited liability company name with respect to the assumed limited liability company name.

(7) Alter the wording of any resolution as filed in

any document with the Secretary of State and which was in fact adopted by the members or managers.

(Source: P.A. 95‑368, eff. 8‑23‑07.)

(805 ILCS 180/5‑48)     Sec. 5‑48. Petition for refund.     (a) Any domestic or foreign limited liability company having authority to transact business in this State may petition the Secretary of State for a refund of fees claimed to have been erroneously paid, subject to the following limitations:         (1) No refund shall be made unless a petition for

refund has been filed in accordance with Section 5‑45 of this Act within 3 years after the amount to be refunded was paid.

(2) If the refund claimed is based upon an

instrument filed with the Secretary of State which contained a misstatement of fact, typographical error, error of transcription, or other error or defect, no refund of any fee shall be made unless a statement of correction has been filed in accordance with Section 5‑47 of this Act.

(b) The petition for refund shall be executed in accordance with Section 5‑45 of this Act and shall set forth the following:         (1) The name of the limited liability company and

the state or country under the laws of which it is organized.

(2) The amount of the claim.         (3) The details of the transaction and all facts

upon which the petitioner relies.

(4) Any other information required by rule.     (c) If the Secretary of State determines that the amount paid is incorrect, he or she shall refund to the limited liability company any amount paid in excess of the proper amount; provided, however, that no refund shall be made for an amount less than $200, and any refund in excess of that amount shall be reduced by $200; and provided further, that such refund shall be made without payment of interest. (Source: P.A. 93‑59, eff. 7‑1‑03.)

(805 ILCS 180/5‑50)     Sec. 5‑50. Amendment or dissolution by judicial act. If a person required by Section 5‑45 to execute an amendment or articles of dissolution fails or refuses to do so, any other member and any transferee of a limited liability company interest, who is adversely affected by the failure or refusal, may petition a court to direct the amendment or dissolution. If the court finds that the amendment or dissolution is proper and that any person so designated has failed or refused to execute the amendment or articles of dissolution, it shall order the Secretary of State to record an appropriate amendment or dissolution. (Source: P.A. 90‑424, eff. 1‑1‑98.)

(805 ILCS 180/5‑55)     Sec. 5‑55. Filing in Office of Secretary of State.     (a) Whenever any provision of this Act requires a limited liability company to file any document with the Office of the Secretary of State, the requirement means that:         (1) the original document, executed as described in

Section 5‑45, and, if required by this Act to be filed in duplicate, one copy (which may be a signed carbon or photocopy) shall be delivered to the Office of the Secretary of State;

(2) all fees and charges authorized by law to be

collected by the Secretary of State in connection with the filing of the document shall be tendered to the Secretary of State; and

(3) unless the Secretary of State finds that the

document does not conform to law, he or she shall, when all fees have been paid:

(A) endorse on the original and on the copy the

word "Filed" and the month, day, and year of the filing thereof;

(B) file in his or her office the original of

the document; and

(C) return the copy to the person who filed it

or to that person's representative.

(b) If another Section of this Act specifically prescribes a manner of filing or signing a specified document that differs from the corresponding provisions of this Section, then the provisions of the other Section shall govern.     (c) Whenever any provision of this Act requires a limited liability company that is a bank or a savings bank to file any document, that requirement means that the filing shall be made exclusively with the Commissioner of Banks and Real Estate or, if the bank or savings bank is organized under federal law, with the appropriate federal banking regulator at such times and in such manner as required by the Commissioner or federal regulator. (Source: P.A. 92‑33, eff. 7‑1‑01; 93‑561, eff. 1‑1‑04.)

(805 ILCS 180/5‑60)     Sec. 5‑60. Interrogatories to be propounded by Secretary of State. The Secretary of State may propound to any limited liability company or foreign limited liability company subject to the provisions of this Act, and to any manager or, if there are no managers, any member thereof, such interrogatories as may be reasonably necessary and proper to enable the Secretary of State to ascertain whether the limited liability company has complied with all the provisions of this Act applicable to the limited liability company. The interrogatories shall be answered within 30 days after the mailing thereof, or within such additional time as shall be fixed by the Secretary of State, and the answers thereto shall be full and complete and shall be made in writing and under oath. If the interrogatories are directed to an individual, they shall be answered by him or her, and if directed to a limited liability company, they shall be answered by the managers thereof or, if there are no managers, the members. The Secretary of State need not file any document to which the interrogatories relate until the interrogatories are answered as herein provided, and not then if the answers thereto disclose that the document is not in conformity with the provisions of this Act. The Secretary of State shall certify to the Attorney General, for such action as the Attorney General may deem appropriate, all interrogatories and answers thereto that disclose a violation of any of the provisions of this Act. (Source: P.A. 87‑1062.)

(805 ILCS 180/5‑65)     Sec. 5‑65. Information disclosed by interrogatories. Interrogatories propounded by the Secretary of State and the answers thereto shall not be open to public inspection, nor shall the Secretary of State disclose any facts or information obtained therefrom, except insofar as official duty may require them to be made public or in the event the interrogatories or the answers thereto are required for evidence in any criminal proceeding or in any other action by the State. (Source: P.A. 87‑1062.)

(805 ILCS 180/5‑70)     Sec. 5‑70. Notice of existence of limited liability company. The fact that the articles of organization are on file in the Office of the Secretary of State is notice that the limited liability company is a limited liability company and is notice of all other facts set forth therein. (Source: P.A. 87‑1062.)