Chapter 805 - Business Organizations - Limited Liability Company Act.

(805 ILCS 180/Art. 25 heading)

Article 25. Distributions

    (805 ILCS 180/25- 1)
    Sec. 25- 1. Interim distributions.
    (a) Any distributions made by a limited liability company before its dissolution and winding up must be in equal shares.
    (b) A member has no right to receive, and may not be required to accept, a distribution in kind.
(Source: P.A. 90- 424, eff. 1- 1- 98.)

(805 ILCS 180/25- 5)
Sec. 25- 5. (Repealed).
(Source: P.A. 87- 1062. Repealed by P.A. 90- 424, eff. 1- 1- 98.)

(805 ILCS 180/25- 10)
Sec. 25- 10. (Repealed).
(Source: P.A. 87- 1062. Repealed by P.A. 90- 424, eff. 1- 1- 98.)

(805 ILCS 180/25- 15)
Sec. 25- 15. (Repealed).
(Source: P.A. 87- 1062. Repealed by P.A. 90- 424, eff. 1- 1- 98.)

(805 ILCS 180/25- 20)
Sec. 25- 20. Right to distribution. At the time a member becomes entitled to receive a distribution, the member has the status of and is entitled to all remedies available to a creditor of the limited liability company with respect to the distributions.
(Source: P.A. 87- 1062.)

(805 ILCS 180/25- 25)
Sec. 25- 25. (Repealed).
(Source: P.A. 87- 1062. Repealed by P.A. 90- 424, eff. 1- 1- 98.)

    (805 ILCS 180/25- 30)
    Sec. 25- 30. Limitations on distributions.
    (a) A distribution may not be made if:
        (1) the limited liability company would not be able

to pay its debts as they become due in the ordinary course of business; or

(2) the company's total assets would be less than

the sum of its total liabilities plus the amount that would be needed, if the company were to be dissolved, wound up, and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up, and termination of members whose preferential rights are superior to those receiving the distribution.

    (b) A limited liability company may base a determination that a distribution is not prohibited under subsection (a) of this Section on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances.
    (c) Except as otherwise provided in subsection (e) of this Section, the effect of a distribution under subsection (a) of this Section is measured:
        (1) in the case of distribution by purchase,

redemption, or other acquisition of a distributional interest in a limited liability company, as of the date money or other property is transferred or debt incurred by the company; and

(2) in all other cases, as of the date the:
(A) distribution is authorized if the payment

occurs within 120 days after the date of authorization; or

(B) payment is made if it occurs more than 120

days after the date of authorization.

(d) A limited liability company's indebtedness to a member incurred by reason of a distribution made in accordance with this Section is at parity with the company's indebtedness to its general, unsecured creditors.
(e) Indebtedness of a limited liability company, including indebtedness issued in connection with or as part of a distribution, is not considered a liability for purposes of determinations under subsection (a) of this Section if its terms provide that payment of principal and interest are made only if and to the extent that payment of a distribution to members could then be made under this Section. If the indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made.
(Source: P.A. 90- 424, eff. 1- 1- 98.)

    (805 ILCS 180/25- 35)
    Sec. 25- 35. Liability for unlawful distributions.
    (a) A member of a member- managed company or a member or manager of a manager- managed company who votes for or assents to a distribution made in violation of Section 25- 30, the articles of organization, or the operating agreement is personally liable to the company for the amount of the distribution that exceeds the amount that could have been distributed without violating Section 25- 30, the articles of organization, or the operating agreement if it is established that the member or manager did not perform the member or manager's duties in compliance with Section 15- 3.
    (b) A member of a manager- managed company who knew a distribution was made in violation of Section 25- 30, the articles of organization, or the operating agreement is personally liable to the company, but only to the extent that the distribution received by the member exceeded the amount that could have been properly paid under Section 25- 30.
    (c) A member or manager against whom an action is brought under this Section may implead in the action:
        (1) all other members or managers who voted for or

assented to the distribution in violation of subsection (a) of this Section and may compel contribution from them; and

(2) all members who received a distribution in

violation of subsection (b) of this Section and may compel contribution from the member in the amount received in violation of subsection (b) of this Section.

(d) A proceeding under this Section is barred unless it is commenced within 2 years after the distribution.
(Source: P.A. 90- 424, eff. 1- 1- 98.)

    (805 ILCS 180/25- 45)
    Sec. 25- 45. Known claims against dissolved limited liability company.
    (a) A dissolved limited liability company may dispose of the known claims against it by following the procedure described in this Section.
    (b) A dissolved limited liability company shall notify its known claimants in writing of the dissolution. The notice must:
        (1) specify the information required to be included

in a claim;

(2) provide a mailing address where the claim is to

be sent;

(3) state the deadline for receipt of the claim,

which may not be less than 120 days after the date the written notice is received by the claimant; and

(4) state that the claim will be barred if not

received by the deadline.

(c) A claim against a dissolved limited liability company is barred if the requirements of subsection (b) of this Section are met, and:
(1) the claim is not received by the specified

deadline; or

(2) in the case of a claim that is timely received

but rejected by the dissolved company, the claimant does not commence a proceeding to enforce the claim within 90 days after the receipt of the notice of the rejection.

(d) For purposes of this Section, the term "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
(Source: P.A. 90- 424, eff. 1- 1- 98.)

    (805 ILCS 180/25- 50)
    Sec. 25- 50. Other claims against dissolved limited liability company.
    (a) A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice.
    (b) The notice must:
        (1) be published at least once in a newspaper of

general circulation in the county in which the dissolved limited liability company's principal office is located or, if none in this State, in which its designated office is or was last located;

(2) describe the information required to be

contained in a claim and provide a mailing address where the claim is to be sent; and

(3) state that a claim against the limited liability

company is barred unless a proceeding to enforce the claim is commenced within 5 years after publication of the notice.

(c) If a dissolved limited liability company publishes a notice in accordance with subsection (b) of this Section, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved company within 5 years after the publication date of the notice:
(1) a claimant who did not receive written notice

under Section 25- 45;

(2) a claimant whose claim was timely sent to the

dissolved company but not acted on; and

(3) a claimant whose claim is contingent or based on

an event occurring after the effective date of dissolution.

(d) A claim not barred under this Section may be enforced:
(1) against the dissolved limited liability company,

to the extent of its undistributed assets; or

(2) if the assets have been distributed in

liquidation, against a member of the dissolved company to the extent of the member's proportionate share of the claim or the company's assets distributed to the member in liquidation, whichever is less, but a member's total liability for all claims under this Section may not exceed the total amount of assets distributed to the member.

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