Chapter 805 - Business Organizations - Limited Liability Company Act.

(805 ILCS 180/Art. 37 heading)

Article 37. Conversions and mergers

    (805 ILCS 180/37- 5)
    Sec. 37- 5. Definitions. In this Article:
    "Corporation" means (i) a corporation under the Business Corporation Act of 1983, a predecessor law, or comparable law of another jurisdiction or (ii) a bank or savings bank.
    "General partner" means a partner in a partnership and a general partner in a limited partnership.
    "Limited partner" means a limited partner in a limited partnership.
    "Limited partnership" means a limited partnership created under the Uniform Limited Partnership Act (2001), a predecessor law, or comparable law of another jurisdiction.
    "Partner" includes a general partner and a limited partner.
    "Partnership" means a general partnership under the Uniform Partnership Act, a predecessor law, or comparable law of another jurisdiction.
    "Partnership agreement" means an agreement among the partners concerning the partnership or limited partnership.
    "Shareholder" means a shareholder in a corporation.
(Source: P.A. 93- 561, eff. 1- 1- 04; 93- 967, eff. 1- 1- 05.)

    (805 ILCS 180/37- 10)
    Sec. 37- 10. Conversion of partnership or limited partnership to limited liability company.
    (a) A partnership or limited partnership may be converted to a limited liability company pursuant to this Section if conversion to a limited liability company is permitted under the law governing the partnership or limited partnership.
    (b) The terms and conditions of a conversion of a partnership or limited partnership to a limited liability company must be approved by all of the partners or by a number or percentage of the partners required for conversion in the partnership agreement.
    (c) An agreement of conversion must set forth the terms and conditions of the conversion of the interests of partners of a partnership or of a limited partnership, as the case may be, into interests in the converted limited liability company or the cash or other consideration to be paid or delivered as a result of the conversion of the interests of the partners, or a combination thereof.
    (d) After a conversion is approved under subsection (b) of this Section, the partnership or limited partnership shall file articles of organization in the office of the Secretary of State that satisfy the requirements of Section 5- 5 and contain all of the following:
        (1) A statement that the partnership or limited

partnership was converted to a limited liability company from a partnership or limited partnership, as the case may be.

(2) Its former name.
(3) A statement of the number of votes cast by the

partners entitled to vote for and against the conversion and, if the vote is less than unanimous, the number or percentage required to approve the conversion under subsection (b) of this Section.

(4) In the case of a limited partnership, a

statement that the certificate of limited partnership shall be canceled as of the date the conversion took effect.

    (e) In the case of a limited partnership, the filing of articles of organization under subsection (d) of this Section cancels its certificate of limited partnership as of the date the conversion took effect.
    (f) A conversion takes effect when the articles of organization are filed in the office of the Secretary of State or on a date specified in the articles of organization not later than 30 days subsequent to the filing of the articles of organization.
    (g) A general partner who becomes a member of a limited liability company as a result of a conversion remains liable as a partner for an obligation incurred by the partnership or limited partnership before the conversion takes effect.
    (h) A general partner's liability for all obligations of the limited liability company incurred after the conversion takes effect is that of a member of the company. A limited partner who becomes a member as a result of a conversion remains liable only to the extent the limited partner was liable for an obligation incurred by the limited partnership before the conversion takes effect.
(Source: P.A. 90- 424, eff. 1- 1- 98.)

    (805 ILCS 180/37- 15)
    Sec. 37- 15. Effect of conversion; entity unchanged.
    (a) A partnership or limited partnership that has been converted under this Article is for all purposes the same entity that existed before the conversion.
    (b) When a conversion takes effect:
        (1) all property owned by the converting partnership

or limited partnership vests in the limited liability company;

(2) all debts, liabilities, and other obligations of

the converting partnership or limited partnership continue as obligations of the limited liability company;

(3) an action or proceeding pending by or against

the converting partnership or limited partnership may be continued as if the conversion had not occurred;

(4) except as prohibited by other law, all of the

rights, privileges, immunities, powers, and purposes of the converting partnership or limited partnership vest in the limited liability company; and

(5) except as otherwise provided in the agreement of

conversion under Section 37- 10, all of the partners of the converting partnership continue as members of the limited liability company.

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

    (805 ILCS 180/37- 20)
    Sec. 37- 20. Merger of entities.
    (a) Pursuant to a plan of merger approved under subsection (c) of this Section, a limited liability company may be merged with or into one or more limited liability companies, foreign limited liability companies, corporations, foreign corporations, partnerships, foreign partnerships, limited partnerships, foreign limited partnerships, or other domestic or foreign entities if merger with or into a limited liability company is permitted under the law governing the domestic or foreign entity.
    (b) A plan of merger must set forth all of the following:
        (1) The name of each entity that is a party to the

merger.

(2) The name of the surviving entity into which the

other entities will merge.

        (3) The type of organization of the surviving entity.
        (4) The terms and conditions of the merger.
        (5) The manner and basis for converting the

interests, shares, obligations, or other securities of each party to the merger into interests, shares, obligations, or other securities of the surviving entity, or into money or other property in whole or in part.

(6) The street address of the surviving entity's

principal place of business.

is a party to the merger, by all of the members or by a number or percentage of members specified in the operating agreement;

(2) in the case of a foreign limited liability

company that is a party to the merger, by the vote required for approval of a merger by the law of the state or foreign jurisdiction in which the foreign limited liability company is organized;

(3) in the case of a partnership or domestic limited

partnership that is a party to the merger, by the vote required for approval of a conversion under Section 37- 5(b); and

(4) in the case of any other entities that are

parties to the merger, by the vote required for approval of a merger by the law of this State or of the state or foreign jurisdiction in which the entity is organized and, in the absence of such a requirement, by all the owners of interests in the entity.

(d) After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.
(e) The merger is effective upon the filing of the articles of merger with the Secretary of State, or a later date as specified in the articles of merger not later than 30 days subsequent to the filing of the plan of merger under Section 37- 25.
(Source: P.A. 90- 424, eff. 1- 1- 98.)

    (805 ILCS 180/37- 25)
    Sec. 37- 25. Articles of merger.
    (a) After approval of the plan of merger under Section 37- 20, unless the merger is abandoned under subsection (d) of Section 37- 20, articles of merger must be signed on behalf of each limited liability company and other entity that is a party to the merger and delivered to the Secretary of State for filing. The articles must set forth all of the following:
        (1) The name and jurisdiction of formation or

organization of each of the limited liability companies and other entities that are parties to the merger.

(2) For each limited liability company that is to

merge, the date its articles of organization were filed with the Secretary of State.

(3) That a plan of merger has been approved and

signed by each limited liability company and other entity that is to merge and, if a corporation is a party to the merger, a copy of the plan as approved by the corporation shall be attached to the articles.

(4) The name and address of the surviving limited

liability company or other surviving entity.

(5) The effective date of the merger.
(6) If a limited liability company is the surviving

entity, any changes in its articles of organization that are necessary by reason of the merger.

(7) If a party to a merger is a foreign limited

liability company, the jurisdiction and date of filing of its initial articles of organization and the date when its application for authority was filed by the Secretary of State or, if an application has not been filed, a statement to that effect.

(8) If the surviving entity is not a limited

liability company, an agreement that the surviving entity may be served with process in this State and is subject to liability in any action or proceeding for the enforcement of any liability or obligation of any limited liability company previously subject to suit in this State which is to merge, and for the enforcement, as provided in this Act, of the right of members of any limited liability company to receive payment for their interest against the surviving entity.

    (b) If a foreign limited liability company is the surviving entity of a merger, it may not do business in this State until an application for that authority is filed with the Secretary of State.
    (c) The surviving limited liability company or other entity shall furnish a copy of the plan of merger, on request and without cost, to any member of any limited liability company or any person holding an interest in any other entity that is to merge.
    (d) To the extent the articles of merger are inconsistent with the limited liability company's articles of organization, the articles of merger shall operate as an amendment to the company's articles of organization.
(Source: P.A. 90- 424, eff. 1- 1- 98.)

    (805 ILCS 180/37- 30)
    Sec. 37- 30. Effect of merger.
    (a) When a merger takes effect:
        (1) the separate existence of each limited liability

company and other entity that is a party to the merger, other than the surviving entity, terminates;

(2) all property owned by each of the limited

liability companies and other entities that are party to the merger vests in the surviving entity;

(3) all debts, liabilities, and other obligations of

each limited liability company and other entity that is party to the merger become the obligations of the surviving entity;

(4) an action or proceeding pending by or against a

limited liability company or other party to a merger may be continued as if the merger had not occurred or the surviving entity may be substituted as a party to the action or proceeding; and

(5) except as prohibited by other law, all the

rights, privileges, immunities, powers, and purposes of every limited liability company and other entity that is a party to a merger vest in the surviving entity.

(b) The Secretary of State is an agent for service of process in an action or proceeding against the surviving foreign entity to enforce an obligation of any party to a merger if the surviving foreign entity fails to appoint or maintain an agent designated for service of process in this State or the agent for service of process cannot with reasonable diligence be found at the designated office. Service is effected under this subsection (b) at the earliest of:
(1) the date the company receives the process,

notice, or demand;

(2) the date shown on the return receipt, if signed

on behalf of the company; or

(3) 5 days after its deposit in the mail, if mailed

postpaid and correctly addressed.

(c) Service under subsection (b) of this Section shall be made by the person instituting the action by doing all of the following:
(1) Serving on the Secretary of State, or on any

employee having responsibility for administering this Act, a copy of the process, notice, or demand, together with any papers required by law to be delivered in connection with service and paying the fee prescribed by Article 50 of this Act.

(2) Transmitting notice of the service on the

Secretary of State and a copy of the process, notice, or demand and accompanying papers to the surviving entity being served, by registered or certified mail at the address set forth in the articles of merger.

(3) Attaching an affidavit of compliance with this

Section, in substantially the form that the Secretary of State may by rule prescribe, to the process, notice, or demand.