reglab/housing_qa huggingface dataset:
805 ILCS 180/35-3
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 35 - Dissolution And Dissociation

Sec. 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.       (Source: P.A. 98-720, eff. 7-16-14; 99-637, eff. 7-1-17.)
805 ILCS 180/35-4
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 35 - Dissolution And Dissociation

Sec. 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. (Source: P.A. 99-637, eff. 7-1-17.)
805 ILCS 180/35-5
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 35 - Dissolution And Dissociation

Sec. 35-5.     (Repealed).     (Source: P.A. 87-1062.  Repealed by P.A. 90-424, eff. 1-1-98.)
805 ILCS 180/35-7
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 35 - Dissolution And Dissociation

Sec. 35-7. Member or manager's power and liability as agent after  dissolution.(a) A limited liability company is bound by a member or manager's act after  dissolution that:(1) is appropriate for winding up the company's     business; or(2) would have bound the company before dissolution,     if the other party to the transaction did not have notice of the dissolution.(b) A member or manager who, with knowledge of the dissolution, subjects a  limited liability company to liability by an act that is not appropriate for  winding up the company's business is liable to the company for any damage  caused to the company arising from the liability.  (Source: P.A. 99-637, eff. 7-1-17.)
805 ILCS 180/35-10
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 35 - Dissolution And Dissociation

Sec. 35-10.         Distribution of assets in winding up limited liability  company's business.(a) In winding up a limited liability company's business, the assets of  the company must be applied to discharge its obligations to creditors,  including members who are creditors.  Any surplus must be applied to pay in  money the net amount distributable to members in accordance with their right to  distributions under subsection (b) of this Section.(b) Each member is entitled to a distribution upon the winding up of the  limited liability company's business, consisting of a return of all  contributions that have not previously been returned and a distribution of any  remainder in equal shares.    (Source: P.A. 90-424, eff. 1-1-98.)
805 ILCS 180/35-15
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 35 - Dissolution And Dissociation

Sec. 35-15. Statement of termination. When a limited liability  company has been wound up, a statement of termination shall be executed in  duplicate in the manner prescribed in Section 5-45 and shall  set forth all of the following:(1) The name of the limited liability company;(2) A post office address to which may be mailed a     copy of any process against the company that may be served upon the Secretary of State; and(3) A statement that the limited liability company     has been terminated.     (Source: P.A. 99-637, eff. 7-1-17.)
805 ILCS 180/35-20
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 35 - Dissolution And Dissociation

Sec. 35-20. Filing of statement of termination.(a) Duplicate originals of the statement of termination   shall be delivered to the Secretary of State.  If the  Secretary of State finds that the statement of termination conforms to law, he or she shall, when all required fees  have been paid:(1) endorse on each duplicate original the word     "Filed" and the date of the filing thereof; and(2) file one duplicate original in his or her  office.(b) A duplicate original of the statement of termination   shall be returned to the representative of the dissolved  limited liability company.  Upon the filing of a statement   of termination, the existence of the company shall terminate, and  its articles of organization shall be deemed cancelled,  except for the purpose of suits, other proceedings, and  appropriate action as provided in this Article.  The manager  or managers or member or members at the time of termination, or those that  remain, shall thereafter be trustee for the members and  creditors of the terminated company and, in  that capacity, shall have authority to convey or distribute  any company property discovered after termination and take  any other action that may be necessary on behalf of and in the  name of the terminated company.  (Source: P.A. 99-637, eff. 7-1-17.)
805 ILCS 180/35-22
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 35 - Dissolution And Dissociation

Sec. 35-22. Revocation of termination.(a) A limited liability company may revoke its termination within 90 days after the effective date of termination if the limited liability company has not begun to distribute its assets or has not commenced a proceeding for court supervision of its winding up under Section 35-4.(b) The limited liability company members or managers may revoke the termination if a majority of members or managers, respectively, approve the revocation.(c) Within 90 days after the termination has been revoked by the limited liability company, articles of revocation of termination shall be executed and filed in duplicate in accordance with Section 5-45 and shall set forth:(1) The name of the limited liability company.(2) The effective date of the termination that was     revoked.(3) A statement that the limited liability company     has not begun to distribute its assets nor has it commenced a proceeding for court supervision of its winding up.(4) The date the revocation of termination was         authorized.(5) A statement that the limited liability company     members or managers revoked the termination.(d) When the provisions of this Section have been complied with, the Secretary of State shall endorse the word "Filed" on the duplicate copy of the articles of revocation of termination. Failure of the limited liability company to file the articles of revocation of termination within the time period required in subsection (c) shall not be grounds for the Secretary of State to reject the filing, but the limited liability company filing beyond the time period shall pay a penalty as prescribed by this Act.(e) The revocation of termination is effective on the date of filing thereof by the Secretary of State and shall relate back and take effect as of the date of termination and the limited liability company may resume carrying on business as if termination had never occurred.   (Source: P.A. 102-282, eff. 1-1-22.)
805 ILCS 180/35-25
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 35 - Dissolution And Dissociation

Sec. 35-25. Grounds for administrative dissolution. The Secretary of State may dissolve any limited liability  company administratively if:(1) it has failed to file its annual report and pay     its fee as required by this Act before the first day of the anniversary month or has failed to pay any fees, penalties, or charges required by this Act;(2) it has failed to file in the Office of the     Secretary of State any report after the expiration of the period prescribed in this Act for filing the report;(2.5) it has misrepresented any material matter in     any application, report, affidavit, or other document submitted by the limited liability company under this Act;(3) it has failed to appoint and maintain a     registered agent in Illinois in accordance with the provisions of this Act;(4) a manager or member to whom interrogatories have     been propounded by the Secretary of State as provided in Section 5-60 of this Act fails to answer the interrogatories fully and to timely file the answer in the office of the Secretary of State; or(5) it has tendered payment to the Secretary of State     which is returned due to insufficient funds, a closed account, or for any other reason, and acceptable payment has not been subsequently tendered. (Source: P.A. 98-171, eff. 8-5-13; 99-608, eff. 7-22-16.)
805 ILCS 180/35-35
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 35 - Dissolution And Dissociation

Sec. 35-35.     (Repealed).     (Source: P.A. 87-1062.  Repealed by P.A. 90-424, eff. 1-1-98.)
805 ILCS 180/35-37
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 35 - Dissolution And Dissociation

Sec. 35-37. Administrative dissolution; limited liability company name. The Secretary of State shall not allow another limited liability company or corporation to use the name of a domestic limited liability company that has been administratively dissolved until 3 years have elapsed following the date of issuance of the notice of dissolution. If the domestic limited liability company that has been administratively dissolved is reinstated within 3 years after the date of issuance of the notice of dissolution, the domestic limited liability company shall continue under its previous name unless the limited liability company changes its name upon reinstatement.  (Source: P.A. 99-637, eff. 7-1-17.)
805 ILCS 180/35-40
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 35 - Dissolution And Dissociation

Sec. 35-40. Reinstatement following administrative  dissolution.(a) A limited liability company administratively  dissolved under Section 35-25 may be reinstated by the  Secretary of State following the date of  issuance of the notice of dissolution upon:(1) The filing of an application for  reinstatement.(2) The filing with the Secretary of State by the     limited liability company of all reports then due and theretofore becoming due.(3) The payment to the Secretary of State by the     limited liability company of all fees and penalties then due and theretofore becoming due.(b) The application for reinstatement shall be executed  and filed in duplicate in accordance with Section 5-45 of  this Act and shall set forth all of the following:(1) The name of the limited liability company at the     time of the issuance of the notice of dissolution.(2) If the name is not available for use as     determined by the Secretary of State at the time of filing the application for reinstatement, the name of the limited liability company as changed, provided that any change of name is properly effected under Section 1-10 and Section 5-25 of this Act.(3) The date of issuance of the notice of     dissolution.(4) The address, including street and number or rural     route number of the registered office of the limited liability company upon reinstatement thereof and the name of its registered agent at that address upon the reinstatement of the limited liability company, provided that any change from either the registered office or the registered agent at the time of dissolution is properly reported under Section 1-35 of this Act.(c) When a dissolved limited liability company has  complied with the provisions of the Section, the Secretary of  State shall file the application for  reinstatement.(d) Upon the filing of the application for  reinstatement, the limited liability company existence shall  be deemed to have continued without interruption from the  date of the issuance of the notice of dissolution, and the  limited liability company shall stand revived with the  powers, duties, and obligations as if it had not been  dissolved; and all acts and proceedings of its members,  managers, officers, employees, and agents, acting or purporting to act in that capacity, and which  would have been legal and valid but for the dissolution,  shall stand ratified and confirmed.(e) Without limiting the generality of subsection (d), upon the filing of the application for reinstatement, no member, manager, or officer shall be personally liable for the debts and liabilities of the limited liability company incurred during the period of administrative dissolution by reason of the fact that the limited liability company was administratively dissolved at the time the debts or liabilities were incurred. (Source: P.A. 98-776, eff. 1-1-15; 99-78, eff. 7-20-15.)
805 ILCS 180/35-50
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 35 - Dissolution And Dissociation

Sec. 35-50.     Member's power to dissociate; wrongful dissociation.(a) A member of a member-managed company has the power to dissociate  from a company at  any time, rightfully or wrongfully, by express will under subdivision (1) of  Section 35-45.  If an operating agreement does not specify in writing the  time or the events upon the happening of which a member of a manager-managed  company may dissociate, a member does not have the power, rightfully or  wrongfully, to dissociate from the company before the dissolution and winding  up of the company.(b) The member's dissociation from a member-managed company is wrongful  only if it is in breach of an express provision of the agreement.(c) A member who wrongfully dissociates from a member-managed company is  liable to the company and to the other members for damages caused by the  dissociation.  The liability is in addition to any other obligation of the  member to the company or to the other members.(d) If a member-managed company does not dissolve  and wind up its  business as a result of a member's wrongful dissociation under subsection (b)  of this Section,  damages sustained by the company for the wrongful dissociation must be offset  against distributions otherwise due the member after the dissociation.(e) Unless otherwise provided in writing in an agreement, a company whose  original articles of organization were filed with the Secretary of State and  effective on or before January 1, 2001, shall continue to be governed by this  Section in effect immediately prior to January 1, 2001, and shall not be  governed by this Section.    (Source: P.A. 92-33, eff. 7-1-01.)
805 ILCS 180/35-55
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 35 - Dissolution And Dissociation

Sec. 35-55. Effect of member's dissociation.(a) Upon a member's dissociation from a limited liability company:(1) the member's right to participate in the     management and conduct of the company's business terminates, except as otherwise provided in Section 35-4, and the member ceases to be a member and is treated the same as a transferee of a member;(2) the member's fiduciary duties terminate, except     as provided in subdivision (3) of this subsection (a);(3) the member's duty of loyalty under subdivisions     (1) and (2) of subsection (b) of Section 15-3 and duty of care under subsection (c) of Section 15-3 continue only with regard to matters arising and events occurring before the member's dissociation, unless the member participates in winding up the company's business pursuant to Section 35-4; and(4)  subject to Section 30-25 and Article 37, any     distributional interest owned by the person immediately before dissociation in the person's capacity as a member is owned by the person solely as a transferee.(b)  A person's dissociation as a member of a limited liability company does not of itself discharge the person from any debt, obligation, or other liability to the company or the other members which the person incurred while a member. (Source: P.A. 99-637, eff. 7-1-17.)
805 ILCS 180/35-60
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 35 - Dissolution And Dissociation

Sec. 35-60.     (Repealed).         (Source: P.A. 90-424, eff. 1-1-98. Repealed by P.A. 99-637, eff. 7-1-17.)
805 ILCS 180/35-65
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 35 - Dissolution And Dissociation

Sec. 35-65.     (Repealed).        (Source: P.A. 90-424, eff. 1-1-98. Repealed by P.A. 99-637, eff. 7-1-17.)
805 ILCS 180/35-70
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 35 - Dissolution And Dissociation

(805 ILCS 180/35-70)Sec. 35-70.     (Repealed).         (Source: P.A. 91-354, eff. 1-1-00. Repealed by P.A. 99-637, eff. 7-1-17.)
805 ILCS 180/Art. 37 heading
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 37 - Conversions, Mergers, and Series

 Article 37.  Conversions, domestications, mergers, and series     (Source: P.A. 99-637, eff. 7-1-17.)
805 ILCS 180/37-5
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 37 - Conversions, Mergers, and Series

Sec. 37-5. Definitions. In this Article:"Constituent limited liability company" means a constituent organization that is a limited liability company."Constituent organization" means an organization that is party to a merger."Governing statute" means the statute that governs an organization's internal affairs."Organization" means a general partnership, including a limited liability partnership, limited partnership, including a limited liability limited partnership, limited liability company, business trust, corporation, or any other person having a governing statute.  The term includes a domestic or foreign organization regardless of whether organized for profit."Organizational document" means:(1)  for a domestic or foreign general partnership,     its partnership agreement;(2)  for a limited partnership or foreign limited     partnership, its certificate of limited partnership and partnership agreement;(3)  for a domestic or foreign limited liability     company, its certificate or articles of organization and operating agreement, or comparable records as provided in its governing statute;(4)  for a business trust, its agreement of trust and     declaration of trust;(5)  for a domestic or foreign corporation for     profit, its articles of incorporation, bylaws, and any agreements among its shareholders which are authorized by its governing statute, or comparable records as provided in its governing statute;  and(6)  for any other organization, the basic records     that create the organization and determine its internal governance and the relations among the persons that own it, have an interest in it, or are members of it."Personal liability" means liability for a debt, obligation, or other liability of an organization which is imposed on a person that co-owns, has an interest in, or is a member of the organization:(1)  by the governing statute solely by reason of the     person co-owning, having an interest in, or being a member of the organization;  or(2)  by the organization's organizational documents     under a provision of the governing statute authorizing those documents to make one or more specified persons liable for all or specified debts, obligations, or other liabilities of the organization solely by reason of the person or persons co-owning, having an interest in, or being a member of the organization."Surviving organization" means an organization into which one or more other organizations are merged, whether the organization preexisted the merger or was created by the merger.(Source: P.A. 99-637, eff. 7-1-17; 100-561, eff. 7-1-18.)