reglab/housing_qa huggingface dataset:
805 ILCS 180/37-10
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 37 - Conversions, Mergers, and Series

Sec. 37-10. Conversions and domestications.(a) Conversions and domestications are governed by the Entity Omnibus Act.(b)  (Blank).(Source: P.A. 99-637, eff. 7-1-17; 100-561, eff. 7-1-18.)
805 ILCS 180/37-15
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 37 - Conversions, Mergers, and Series

Sec. 37-15. (Repealed).   (Source: P.A. 99-637, eff. 7-1-17. Repealed by P.A. 100-561, eff. 7-1-18.)
805 ILCS 180/37-16
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 37 - Conversions, Mergers, and Series

Sec. 37-16. (Repealed).  (Source: P.A. 99-637, eff. 7-1-17. Repealed by P.A. 100-561, eff. 7-1-18.)
805 ILCS 180/37-17
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 37 - Conversions, Mergers, and Series

Sec. 37-17. (Repealed).  (Source: P.A. 99-637, eff. 7-1-17. Repealed by P.A. 100-561, eff. 7-1-18.)
805 ILCS 180/37-20
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 37 - Conversions, Mergers, and Series

Sec. 37-20. Merger of entities.(a) A limited  liability company may merge with one or more other constituent organizations pursuant to this Section, Sections 37-21 through 37-30, and a plan of merger, if:(1)  the governing statute of each of the other     organizations authorizes the merger;(2)  the merger is not prohibited by the law of a     jurisdiction that enacted any of the governing statutes; and(3)  each of the other organizations complies with     its governing statute in effecting the merger.(b) A plan of merger must be in a record and must include:(1) the name and form of each constituent     organization;(2) the name and form of the surviving organization     and, if the surviving organization is to be created by the merger, a statement to that effect;(3) the terms and conditions of the merger, including     the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration;(4) if the surviving organization is to be created by     the merger, the surviving organization's organizational documents that are proposed to be in a record; and(5) if the surviving organization is not to be     created by the merger, any amendments to be made by the merger to the surviving organization's organizational documents that are, or are proposed to be, in a record. (Source: P.A. 99-637, eff. 7-1-17.)
805 ILCS 180/37-21
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 37 - Conversions, Mergers, and Series

Sec. 37-21. Action on plan of merger by constituent limited liability company.(a)  Subject to Section 37-36, a plan of merger must be consented to by all the members of a constituent limited liability company.(b) Subject to Section 37-36 and any contractual rights, after a merger is approved and at any time before articles of merger are delivered to the Secretary of State for filing under Section 37-25, a constituent limited liability company may amend the plan or abandon the merger:(1)  as provided in the plan;  or(2)  except as otherwise prohibited in the plan, with     the same consent as was required to approve the plan. (Source: P.A. 99-637, eff. 7-1-17.)
805 ILCS 180/37-25
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 37 - Conversions, Mergers, and Series

Sec. 37-25. Articles of merger.(a) After each constituent organization has approved a merger, articles of merger must  be signed on behalf of:(1) each constituent limited liability company as     provided in Section 5-45; and(2) each other constituent organization, as provided     in its governing statute.(b) Articles of merger under this Section must include:(1) the name and form of each constituent     organization and the jurisdiction of its governing statute;(2) the name and form of the surviving organization,     the jurisdiction of its governing statute and, if the surviving organization is created by the merger, a statement to that effect;(3) the date merger is effective under the governing     statute of the surviving organization;(4) if the surviving organization is to be created by     the merger:(A) if it will be a limited liability company,         the company's articles of organization; or(B)  if it will be an organization other than a         limited liability company, the organizational document that creates the organization that is in a public record;(5)  if the surviving organization preexists the     merger, any amendments provided for in the plan of merger for the organizational document that created the organization that are in a public record;(6)  a statement as to each constituent organization     that the merger was approved as required by the organization's governing statute;(7)  if the surviving organization is a foreign     organization not authorized to transact business in this State, the street and mailing addresses of an office  the Secretary of State  may use for the purposes of subsection (b) of Section 37-30; and(8)  any additional information required by the     governing statute of any constituent organization.(c)  Each constituent limited liability company shall deliver the articles of merger for filing to the Secretary of State, together with a copy of that portion of the plan of merger that contains the name and form of each constituent organization and the surviving organization.(d)  A merger becomes effective:(1)  if the surviving organization is a limited     liability company, upon the later of:(A)  the filing of the articles of merger with         the Secretary of State;  or(B)  subject to Section 5-40, as specified in the         articles of merger;  or(2)  if the surviving organization is not a limited     liability company, as provided by the governing statute of the surviving organization. (Source: P.A. 99-637, eff. 7-1-17.)
805 ILCS 180/37-30
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 37 - Conversions, Mergers, and Series

Sec. 37-30. Effect of merger.(a) When a merger becomes effective:(1)  the surviving organization continues or comes     into existence;(2) each constituent organization that merges into     the surviving organization ceases to exist as a separate entity;(3)  all property owned by each constituent     organization that ceases to exist vests in the surviving organization;(4)  all debts, obligations, or other liabilities of     each constituent organization that ceases to exist continue as debts, obligations, or other liabilities of the surviving organization;(5)  an action or proceeding pending by or against     any constituent organization that ceases to exist may be continued as if the merger had not occurred;(6) except as prohibited by other law, all of the     rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization;(7)  except as otherwise provided in the plan of     merger, the terms and conditions of the plan of merger take effect;(8) except as otherwise agreed, if a constituent     limited liability company ceases to exist, the merger does not dissolve the limited liability company for the purposes of Article 35;(9)  if the surviving organization is created by the     merger:(A)  if it is a limited liability company, the         articles of organization become effective;  or(B)  if it is an organization other than a         limited liability company, the organizational document that creates the organization becomes effective;  and(10)  if the surviving organization preexisted the     merger, any amendments provided for in the articles of merger for the organizational document that created the organization become effective.(b)  A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this State to enforce any debt, obligation, or other liability owed by a constituent organization, if before the merger the constituent organization was subject to suit in this State on the debt, obligation, or other liability.  A surviving organization that is a foreign organization and not authorized to transact business in this State appoints the Secretary of State as its agent for service of process for the purposes of enforcing a debt, obligation, or other liability under this subsection.  Service on the Secretary of State under this subsection must be made in the same manner and has the same consequences as in subsections (b) and (c) of Section 1-50.(c) A surviving organization that is a foreign organization may not do business in this State until an application for that authority is filed with the Secretary of State.(Source: P.A. 99-637, eff. 7-1-17.)
805 ILCS 180/37-31
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 37 - Conversions, Mergers, and Series

Sec. 37-31. (Repealed).  (Source: P.A. 99-637, eff. 7-1-17. Repealed by P.A. 100-561, eff. 7-1-18.)
805 ILCS 180/37-32
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 37 - Conversions, Mergers, and Series

Sec. 37-32. (Repealed).  (Source: P.A. 99-637, eff. 7-1-17. Repealed by P.A. 100-561, eff. 7-1-18.)
805 ILCS 180/37-33
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 37 - Conversions, Mergers, and Series

Sec. 37-33. (Repealed).  (Source: P.A. 99-637, eff. 7-1-17. Repealed by P.A. 100-561, eff. 7-1-18.)
805 ILCS 180/37-34
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 37 - Conversions, Mergers, and Series

Sec. 37-34. (Repealed).  (Source: P.A. 99-637, eff. 7-1-17. Repealed by P.A. 100-561, eff. 7-1-18.)
805 ILCS 180/37-35
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 37 - Conversions, Mergers, and Series

Sec. 37-35.     Article not exclusive.     This Article does not preclude an entity from  being converted or merged under other law.  A bank or savings bank that converts to or merges with and into a limited  liability  company shall be subject to the provisions of this Article or to other  applicable law to the extent that those provisions do not conflict with the  State  or federal law pursuant to which the conversion or merger of the bank or  savings  bank is authorized.    (Source: P.A. 93-561, eff. 1-1-04.)
805 ILCS 180/37-36
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 37 - Conversions, Mergers, and Series

Sec. 37-36. Restrictions on approval of mergers.(a)  If a member of a merging limited liability company will have personal liability with respect to a surviving organization, approval or amendment of a plan of merger is ineffective without the consent of the member, unless:(1)  the company's operating agreement provides for     approval of a merger with the consent of fewer than all the members; and(2)  the member has consented to the provision of the     operating agreement.(b)  A member does not give the consent required by subsection (a) merely by consenting to a provision of the operating agreement that permits the operating agreement to be amended with the consent of fewer than all the members.  (Source: P.A. 99-637, eff. 7-1-17; 100-561, eff. 7-1-18.)
805 ILCS 180/Art. 40 heading
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 40 - Derivative Actions

 Article 40.      Derivative Actions
805 ILCS 180/40-1
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 40 - Derivative Actions

Sec. 40-1.     Right of action.     No action shall be  brought by a member, or transferee who is entitled to exercise  the rights of a member to bring an action, in the right of a  limited liability company to recover a judgment in its favor  unless members or managers with authority to do so have  refused to bring the action or unless an effort to cause  those members or managers to bring the action is not likely  to succeed.    (Source: P.A. 90-424, eff. 1-1-98.)
805 ILCS 180/40-5
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 40 - Derivative Actions

Sec. 40-5.     Proper plaintiff.     No action shall be  brought in the right of a limited liability company by a member or  transferee  who is a substituted member,  unless (i)  the plaintiff was a member or is a transferee who was a substituted member at  the time of the  transaction of which the person complains or (ii) the  person's status as a member or a transferee who is a  substituted  member had devolved upon him or her by operation of law or  under the terms of the operating agreement from a person who  was a member or a transferee who was a substituted member  at the  time of the transaction.    (Source: P.A. 90-424, eff. 1-1-98.)
805 ILCS 180/40-10
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 40 - Derivative Actions

Sec. 40-10.     Pleading.     In a derivative action, the  complaint shall set forth with particularity the effort of  the plaintiff to secure initiation of the action by the  limited liability company or the reasons for not making the  effort.    (Source: P.A. 87-1062.)
805 ILCS 180/40-15
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 40 - Derivative Actions

(805 ILCS 180/40-15)Sec. 40-15.     Expenses.     If a derivative action is  successful, in whole or in part, or if anything is received  by the plaintiff as a result of a judgment, compromise, or  settlement of an action or claim, the court may award the  plaintiff reasonable expenses, including reasonable  attorney's fees, and shall direct the plaintiff to remit to the  limited liability company the remainder of those proceeds  received by the plaintiff.    (Source: P.A. 87-1062.)
805 ILCS 180/Art. 45 heading
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 45 - Foreign Limited Liability Companies

 Article 45.      Foreign Limited Liability Companies
805 ILCS 180/45-1
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 45 - Foreign Limited Liability Companies

Sec. 45-1.     Law governing foreign limited liability companies.(a) The laws of the State or other jurisdiction under which a foreign  limited liability company is organized govern its organization and internal  affairs and the liability of its managers, members, and their transferees.(b) A foreign limited liability company may not be denied admission by  reason of any difference between the laws of another jurisdiction under which  the foreign company is organized and the laws of this State.(c) Having authority to transact business in this State does not authorize a  foreign limited liability company to engage in any business or exercise any  power that a limited  liability company may not engage in or exercise in this State.    (Source: P.A. 93-59, eff. 7-1-03.)
805 ILCS 180/45-10
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 45 - Foreign Limited Liability Companies

Sec. 45-10.     Filing; issuance of admission.     If the  Secretary of State finds that an application or amended  application for admission conforms to law and all requisite  fees have been paid, he or she shall:(1) endorse on the application or the amended  application the word "Filed" and the date of the filing  thereof;(2) file in his or her office one duplicate original of the  application or the amended application; and(3) return the other duplicate original of the  application or the amended application to the person who  filed it or to that person's representative.    (Source: P.A. 87-1062.)
805 ILCS 180/45-15
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 45 - Foreign Limited Liability Companies

Sec. 45-15. Name. A foreign limited liability  company may be admitted to transact business in this State  under any name (whether or not it is the name under which it  is formed in the jurisdiction of its formation) that complies with the provisions of Section 1-10.  However,  if the name is different from the name under which it is  formed in its jurisdiction of organization, the foreign  limited liability company shall also file an assumed name  application in accordance with Section 1-20.  (Source: P.A. 98-720, eff. 7-16-14.)
805 ILCS 180/45-20
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 45 - Foreign Limited Liability Companies

Sec. 45-20.         Registration; registered name of  foreign limited liability company.(a) Any foreign limited  liability company not transacting business in this State and  not authorized to transact business in this State may  register its name, provided its name is available for use as  determined by the Secretary of State in accordance with the  provisions of this Act that specify name availability for  limited liability companies organized in Illinois.  Registration shall be made by doing the following:(1) executing and filing in accordance with the forms     and regulations that the Secretary of State may specify:(A) an application for registration, stating the         name of the limited liability company, the State or place under the laws of which it is organized, the date of its organization, a brief statement of the business in which it is engaged or plans to engage, the post-office address of the limited liability company to which the Secretary of State may mail notices as required or permitted by this Act, and that it desires to register its name under this Section; and(B) a certificate setting forth that the limited         liability company is in good standing under the laws of the State or place wherein it is organized executed by the Secretary of State of that state or by some other public official that may have custody of the records pertaining to limited liability companies; and(2) paying to the Secretary of State a fee of  $300.(b) Registration shall be effective from the date  of filing by the Secretary of State until the first day of  the twelfth month following that date.(c) Registration may be renewed from year to year  by filing an application for renewal setting forth the facts  required in an original application for registration and accompanied by a  certificate of good standing as required for the original  registration and by paying the fee of $100 within 60 days  immediately preceding the first day of the twelfth month  following the date of filing the original registration or  previous renewal.  Renewal shall extend the registration  for 12 months, to expire on the first day of the month in  which the original registration was filed the next year.(d) Any foreign limited liability company that has in  effect a registration of its name may cancel that  registration at any time by filing an application for  cancellation in the same manner and setting forth the same  facts required to be set forth in an original registration  and paying the fee prescribed by this Act.(e) The Secretary of State may cancel any registration  if, after a hearing, he or she finds that the application  therefor or any renewal thereof was made contrary to this  Act.    (Source: P.A. 87-1062.)
805 ILCS 180/45-25
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 45 - Foreign Limited Liability Companies

Sec. 45-25.     Changes, amendments, and restatements.       If any statement in the application for admission by a  foreign limited liability company was false when made or any  arrangements or other facts described have changed, making  the application inaccurate in any respect including, but not  limited to, a change in the name or address of the registered  agent required to be maintained by Section 1-35, the foreign  limited liability company shall promptly submit to the Office  of the Secretary of State, in duplicate, an amended  application for admission, executed by a manager or member  correcting the statement.    (Source: P.A. 87-1062.)
805 ILCS 180/45-30
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 45 - Foreign Limited Liability Companies

Sec. 45-30. Requirement for registered agent and  certain reports.    A foreign limited liability company  admitted to transact business in this State shall:(1) appoint and continuously maintain a registered     agent and registered office in the manner provided in Section 1-35;(2) file a report upon any change in the name or     business address of its registered agent or address of the registered office in the manner provided in Section 1-36; and(3) file an annual report as required by Section 50-1.  (Source: P.A. 96-988, eff. 7-2-10.)
805 ILCS 180/45-35
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 45 - Foreign Limited Liability Companies

Sec. 45-35. Grounds for revocation of admission.(a) The admission of a foreign limited liability  company to transact business in this State may be revoked by  the Secretary of State if:(1) The foreign limited company has failed to:(A) 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 or penalties prescribed by this Act;(B) appoint and maintain a registered agent in         Illinois within 60 days after a registered agent's notice of resignation under Section 1-35;(C) (blank);(D) file in the Office of the Secretary of State         any amendment to its application for admission as specified in Section 45-25 or any report after the expiration of the period prescribed in this Act for filing the report; or(E) renew its assumed name, or to apply to change         its assumed name under this Act, when the limited liability company may only transact business within this State under its assumed name in accordance with the provisions of Section 45-15 of this Act.(2) A misrepresentation has been made of any material     matter in any application, report, affidavit, or other document submitted by the foreign limited liability company under this Act.(2.5) 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.(3) The Secretary of State receives a certified copy     of a memorandum of judgment relating to a judgment entered for money owed to a unit of local government or school district, together with a statement filed by its attorney that the judgment has not been satisfied and that no appeal has been filed.(4) 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.(b) (Blank).(c) (Blank).  (Source: P.A. 98-171, eff. 8-5-13.)