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.
Current as of January 01, 2025 | Updated by Findlaw Staff
§ 35-4. Wind up of limited liability company's business.
(a) After dissolution, a member who has not wrongfully dissociated may participate in winding up a limited liability company's business.
(b) If a dissolved limited liability company has no members, the legal representative of the last person to have been a member may wind up the business of the company. If the person does so, the person has the powers of a sole manager under subsection (b) of Section 15-1 and is deemed to be a manager for the purposes of subsection (a) of Section 10-10.
(c) A person winding up a limited liability company's business (1) may preserve the company's business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, dispose of and transfer the company's property, settle disputes by mediation or arbitration, and perform other acts necessary or appropriate to winding up and (2) shall discharge the company's debts, obligations, or other liabilities, settle and close the company's business and marshal and distribute the assets of the company pursuant to Section 35-10.
(d) If the legal representative under subsection (b) declines or fails to wind up the company's business, a person may be appointed to do so by the consent of transferees owning a majority of the rights to receive distributions as transferees at the time the consent is to be effective. A person appointed under this subsection:
(1) has the powers of a sole manager under subsection (b) of Section 15-1 and is deemed to be a manager for the purposes of subsection (a) of Section 10-10; and
(2) shall promptly deliver to the Secretary of State for filing an amendment to the company's articles of organization to:
(A) state that the company has no members;
(B) state that the person has been appointed pursuant to this subsection to wind up the company; and
(C) provide the mailing addresses of the person.
(e) The circuit court may order judicial supervision of the winding up of a dissolved limited liability company, including the appointment of a person to wind up the company's business:
(1) on application of a member, if the applicant establishes good cause;
(2) on the application of a transferee, if:
(A) the company does not have any members;
(B) the legal representative of the last person to have been a member declines or fails to wind up the company's business; and
(C) within a reasonable time following the dissolution a person has not been appointed pursuant to subsection (d); or
(3) in connection with a proceeding under subdivision (4) of subsection (a) of Section 35-1.
Cite this article: FindLaw.com - Illinois Statutes Chapter 805. Business Organizations § 180/35-4. Wind up of limited liability company's business - last updated January 01, 2025 | https://codes.findlaw.com/il/chapter-805-business-organizations/il-st-sect-805-180-35-4/
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.
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.
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.
Search our directory by legal issue
Enter information in one or both fields (Required)