Skip to main content
Find a Lawyer

Illinois Statutes Chapter 805. Business Organizations § 180/35-3. Limited liability company continues after dissolution

Current as of January 01, 2025 | Updated by Findlaw Staff

§ 35-3. Limited liability company continues after dissolution.

(a) Subject to subsections (b), (c), and (d) of this Section, a limited liability company continues after dissolution only for the purpose of winding up its business.

(b) At any time after the dissolution of a limited liability company and before the winding up of its business is completed, the members, including a dissociated member whose dissociation caused the dissolution, may unanimously waive the right to have the company's business wound up and the company terminated. In that case:

(1) the limited liability company resumes carrying on its business as if dissolution had never occurred, and any liability incurred by the company or a member after the dissolution and before the waiver is determined as if the dissolution had never occurred; and

(2) the rights of a third party accruing under subsection (a) of Section 35-7 or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver are not adversely affected.

(c) If there are no members, the legal representative of the last remaining member may, within one year after the occurrence of the event that caused the dissociation of the last remaining member, agree in writing to continue the limited liability company. In that event, the legal representative or its nominee or designee will be admitted to the company as a member and the company will not be dissolved or its business wound up until the occurrence of a future event of dissolution, if any.

(d) This Section does not apply in the case of a dissolution described in subdivision (4), (5), or (6) of Section 35-1.

Previous Part of Code Next Part of Code
Back to Chapter List

Cite this article: FindLaw.com - Illinois Statutes Chapter 805. Business Organizations § 180/35-3. Limited liability company continues after dissolution - last updated January 01, 2025 | https://codes.findlaw.com/il/chapter-805-business-organizations/il-st-sect-805-180-35-3/

FindLaw Codes may not reflect the most recent version of the law in your jurisdiction. Please verify the status of the code you are researching with the state legislature before relying on it for your legal needs.

Was this helpful?

Welcome to FindLaw's Cases & Codes

A free source of state and federal court opinions, state laws, and the United States Code. For more information about the legal concepts addressed by these cases and statutes, visit FindLaw’s Learn About the Law.

Go to Learn About the Law

Latest Blog Posts

For Legal Professionals

Learn About The Law

Get help with your legal needs

FindLaw’s Learn About the Law features thousands of informational articles to help you understand your options. And if you’re ready to hire an attorney, find one in your area who can help.

Go to Learn About the Law

Need to Find an Attorney?

Search our directory by legal issue

Enter information in one or both fields (Required)

Copied to clipboard