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(805
ILCS 180/Art. 5 heading)
Article 5. Organization
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(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.)
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(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
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the
address of its principal place of business which
may, but need not be a place of business in this
State.
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(2)
The purposes for which the limited liability
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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.
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(3)
The name of its registered agent and the address
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of
its registered office.
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(4)
If the limited liability company is to be
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managed
by a manager or managers, the names and business
addresses of the initial manager or managers.
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(5)
If management of the limited liability company
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is
to be vested in the members under Section 15- 1,
then the names and addresses of the initial member
or members.
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(6)
The latest date, if any, upon which the limited
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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.
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(7)
The name and address of each organizer.
(8)
Any other provision, not inconsistent with law,
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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.
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(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.)
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(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.)
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(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.)
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(805
ILCS 180/5- 20)
Sec.
5- 20. (Repealed).
(Source: P.A.
87- 1062. Repealed by P.A. 90- 424, eff. 1- 1- 98.)
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(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)
When the amendment was adopted by the managers:
(A)
a statement that the amendment was approved by
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not
less than the minimum number of managers necessary
to approve the amendment; and
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(B)
a statement that member action was not required.
(4)
When the amendment was adopted by the members, a statement that
the amendment was approved by not less than the minimum number
of members necessary to approve the amendment.
(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.
(Source: P.A.
90- 424, eff. 1- 1- 98.)
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(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.)
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(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.)
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(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.)
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(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
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the
organizer or organizers.
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(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
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members
or those of them that may be designated by a majority
vote of the members.
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(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.)
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(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 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 the following:
(1)
The name of the limited liability company and
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the
state or country under the laws of which it is organized.
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(2)
The title of the instrument being corrected and
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the
date it was filed with the Secretary of State.
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(3)
The inaccuracy, error, or defect to be corrected
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and
the portion of the instrument in corrected form.
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(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 do any of the following:
(1)
Effect any change or amendment of articles which
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would
not in all respects have complied with the requirements
of this Act at the time of filing the instrument
being corrected.
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(2)
Take the place of any document, statement, or
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report
otherwise required to be filed by this Act.
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(3)
Affect any right or liability accrued or
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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.
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(4)
Alter the provisions of the articles of
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organization
with respect to the limited liability company name
or purpose and the names and addresses of the organizers,
initial manager or managers, and initial member or
members.
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(5)
Alter the provisions of the application for
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admission
to transact business as a foreign limited liability
company with respect to the limited liability name.
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(6)
Alter the provisions of the application to adopt
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or
change an assumed limited liability company name
with respect to the assumed limited liability company
name.
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(7)
Alter the wording of any resolution as filed in
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any
document with the Secretary of State and which was
in fact adopted by the members or managers.
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(Source:
P.A. 93- 59, eff. 7- 1- 03.)
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(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
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refund
has been filed in accordance with Section 5- 45
of this Act within 3 years after the amount to be
refunded was paid.
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(2)
If the refund claimed is based upon an
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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.
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(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
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the
state or country under the laws of which it is organized.
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(2)
The amount of the claim.
(3)
The details of the transaction and all facts
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upon
which the petitioner relies.
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(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.)
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(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.)
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(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
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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;
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