reglab/housing_qa huggingface dataset:
805 ILCS 180/5-50
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 5 - Organization

Sec. 5-50. Amendment or termination by judicial act.   If a person required by Section 5-45 to execute an amendment  or statement of termination 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  statement of termination.  If the court finds that the amendment or statement of termination   is proper and that any person so designated has  failed or refused to execute the amendment or statement of termination, it shall order the Secretary of State to record  an appropriate amendment or statement of termination.  (Source: P.A. 99-637, eff. 7-1-17.)
805 ILCS 180/5-55
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 5 - Organization

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     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;(2) all fees and charges authorized by law to be     collected by the Secretary of State in connection with the filing of the document shall be tendered to the Secretary of State; and(3) unless the Secretary of State finds that the     document does not conform to law, he or she shall, when all fees have been paid:(A) endorse on the original and on the copy the         word "Filed" and the month, day, and year of the filing thereof;(B) file in his or her office the original of the         document; and(C) return the copy to the person who filed it or         to that person's representative.(b) If another Section of this Act specifically  prescribes a manner of filing or signing a specified document  that differs from the corresponding provisions of this  Section, then the provisions of the other Section shall  govern.(c) Whenever any provision of this Act requires a limited liability company  that is a bank or a savings bank to file any document, that requirement means  that the filing shall be made exclusively with the Department of Financial and Professional Regulation or, if the bank or savings bank is organized under federal law,  with the appropriate federal banking regulator at such times and in such  manner as required by the Department or federal regulator.  (Source: P.A. 99-227, eff. 8-3-15.)
805 ILCS 180/5-60
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 5 - Organization

Sec. 5-60.         Interrogatories to be propounded by  Secretary of State.  The Secretary of State may propound to  any limited liability company or foreign limited liability  company subject to the provisions of this Act, and to any  manager or, if there are no managers, any member thereof,  such interrogatories as may be reasonably necessary and  proper to enable the Secretary of State to ascertain whether the  limited liability company has complied with all the  provisions of this Act applicable to the limited liability  company.  The interrogatories shall be answered within  30 days after the mailing thereof, or within such  additional time as shall be fixed by the Secretary of State,  and the answers thereto shall be full and complete and shall  be made in writing and under oath.  If the interrogatories  are directed to an individual, they shall be answered by him or  her, and if directed to a limited liability company, they  shall be answered by the managers thereof or, if there are no  managers, the members.  The Secretary of State need not file  any document to which the interrogatories relate until the  interrogatories are answered as herein provided, and not then  if the answers thereto disclose that the document is not in  conformity with the provisions of this Act.  The Secretary of  State shall certify to the Attorney General, for such action  as the Attorney General may deem appropriate, all  interrogatories and answers thereto that disclose a  violation of any of the provisions of this Act.    (Source: P.A. 87-1062.)
805 ILCS 180/5-65
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 5 - Organization

Sec. 5-65.     Information disclosed by interrogatories.       Interrogatories propounded by the Secretary of State and the  answers thereto shall not be open to public inspection, nor  shall the Secretary of State disclose any facts or  information obtained therefrom, except insofar as official  duty may require them to be made public or in the event  the interrogatories or the answers thereto are required for  evidence in any criminal proceeding or in any other action by  the State.    (Source: P.A. 87-1062.)
805 ILCS 180/5-70
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 5 - Organization

(805 ILCS 180/5-70)Sec. 5-70.         Notice of existence of limited liability  company.  The fact that the articles of organization are on  file in the Office of the Secretary of State is notice that  the limited liability company is a limited liability company  and is notice of all other facts set forth therein.    (Source: P.A. 87-1062.)
805 ILCS 180/Art. 10 heading
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 10 - Members

 Article 10.      Members
805 ILCS 180/10-1
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 10 - Members

Sec. 10-1. Admission of members.(a)  A person becomes a member of a limited liability company:(1)  upon formation of the company, as provided in an     agreement between the organizer and the initial member if there is only one member, or as provided in an agreement among initial members if there is more than one member;(2)  after the formation of the company,(A)  as provided in the operating agreement;(B)  as the result of a transaction effective         under Article 37;(C)  with the consent of all the members; or(D)  if, within 180 consecutive days  after the         company ceases to have any members:(i)  the last person to have been a member,             or the legal representative of that person, designates a person to become a member; and(ii)  the designated person consents to             become a member.More than one person may be designated to  become         a member under this clause (D).(b)  A person that acquires a distributional interest, but that does not become a member, has merely the rights of a transferee under Sections 30-5 and 30-10.(c)  A person may become a member without acquiring a distributional interest and without making or being obligated to make a contribution to the limited liability company.  (Source: P.A. 101-553, eff. 1-1-20.)
805 ILCS 180/10-5
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 10 - Members

Sec. 10-5.     (Repealed).     (Source: P.A. 87-1062.  Repealed by P.A. 90-424, eff. 1-1-98.)
805 ILCS 180/10-10
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 10 - Members

Sec. 10-10. Liability of members and managers.(a) Except as otherwise provided in subsection (d) of this Section, the  debts,  obligations, and liabilities of a limited liability company, whether arising in contract,  tort, or otherwise, are solely the debts, obligations, and liabilities of the  company.  A member or manager is not personally liable  for a debt, obligation, or liability of the company solely  by reason of being or acting as a member or manager.(a-5) Nothing in subsection (a) or subsection (d) limits the personal liability of a member or manager imposed under law other than this Act, including, but not limited to, agency, contract, and tort law.  The purpose of this subsection (a-5) is to overrule the interpretation of subsections (a) and (d) set forth in Dass v. Yale, 2013 IL App (1st) 122520, and Carollo v. Irwin, 2011 IL App (1st) 102765, and clarify that under existing law a member or manager of a limited liability company may be liable under law other than this Act for its own wrongful acts or omissions, even when acting or purporting to act on behalf of a limited liability company.  This subsection is therefore intended to be applicable to actions with respect to which all timely appeals have not exhausted before the effective date of this amendatory Act of the 101st General Assembly as well as to all actions commenced on or after the effective date of this amendatory Act of the 101st General Assembly.(b) (Blank).(c) The failure of a limited liability company to observe the usual  company formalities or requirements relating to the exercise of its company  powers  or management of its business is not a ground for imposing personal liability  on the members or managers for liabilities of the company.(d) All or specified members of a limited liability company are liable in  their capacity as members for all or specified debts, obligations, or  liabilities of the company if:(1) a provision to that effect is contained in the     articles of organization; and(2) a member so liable has consented in writing to     the adoption of the provision or to be bound by the provision. (Source: P.A. 101-553, eff. 1-1-20.)
805 ILCS 180/Art. 13 heading
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 13 - Relations Of Members And Managers To Persons Dealing With Limited Liability Company

 Article 13.      Relations of members and managers to persons dealing with limited liability company
805 ILCS 180/13-5
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 13 - Relations Of Members And Managers To Persons Dealing With Limited Liability Company

Sec. 13-5. No agency power of a member as member.(a) A member is not an agent of a limited liability company solely by reason of being a  member.(b)  Nothing herein shall be deemed to limit the effect of law other than this Act, including the law of agency.(c) A person's status as a member does not prevent or restrict law other than this Act from imposing liability on a limited liability company because of the person's conduct. (Source: P.A. 99-637, eff. 7-1-17.)
805 ILCS 180/13-10
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 13 - Relations Of Members And Managers To Persons Dealing With Limited Liability Company

Sec. 13-10.         Limited liability company liable for member or manager's  actionable conduct.  A limited liability company is liable  for loss or injury caused to a person, or for a penalty incurred, as a result  of a wrongful act or omission, or other actionable conduct, of a member  or manager acting in the ordinary course of business of the company or with  authority of the company.    (Source: P.A. 90-424, eff. 1-1-98.)
805 ILCS 180/13-20
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 13 - Relations Of Members And Managers To Persons Dealing With Limited Liability Company

(805 ILCS 180/13-20)Sec. 13-20.  Statement of denial. A person named in a filed statement of authority granting that person authority may deliver to the Secretary of State for filing a statement of denial that:(1)  provides the name of the limited liability     company and the caption of the statement of authority to which the statement of denial pertains; and(2)  denies the grant of authority.An effective statement of denial operates as a restrictive amendment under subsection (b) of Section 13-15 and, if a certified copy thereof is recorded in the office for recording transfers of real property in which a prior statement of authority has been recorded as provided in subsection (e) of Section 13-15, the statement of denial shall be deemed a limitation on the statement of authority for purposes of subsection (f) of Section 13-15.  (Source: P.A. 99-637, eff. 7-1-17.)
805 ILCS 180/Art. 15 heading
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 15 - Management

 Article 15.      Management
805 ILCS 180/15-1
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 15 - Management

Sec. 15-1. Management of limited liability company.(a)  A limited liability company is a member-managed limited liability company unless the operating agreement:(1)  expressly provides that:(A)  the company is or will be manager-managed;(B)  the company is or will be managed by         managers; or(C)  management of the company is or will be         vested in managers; or(2) includes words of similar import.(b) In a member-managed company:(1) each member has equal rights in the management     and conduct of the company's business; and(2) except as otherwise provided in subsection (d) of     this Section, any matter relating to the business of the company may be decided by a majority of the members.(c) In a manager-managed company:(1) each manager has equal rights in the management     and conduct of the company's business;(2) except as otherwise provided in subsection (d) of     this Section, any matter relating to the business of the company may be exclusively decided by the manager or, if there is more than one manager, by a majority of the managers; and(3) a manager:(A) must be designated, appointed, elected,         removed, or replaced by a vote, approval, or consent of a majority of the members; and(B) holds office until a successor has been         elected and qualified, unless the manager sooner resigns or is removed.(d) The only matters of a member or manager-managed company's business  requiring the consent of all of the members are the following:(1) the amendment of the operating agreement under     Section 15-5;(2) an amendment to the articles of organization     under Article 5;(3) the compromise of an obligation to make a     contribution under Section 20-5;(4) the compromise, as among members, of an     obligation of a member to make a contribution or return money or other property paid or distributed in violation of this Act;(5) the redemption of an interest;(6) the admission of a new member;(7) the use of the company's property to redeem an     interest subject to a charging order;(8) the consent to dissolve the company under     subdivision (2) of subsection (a) of Section 35-1;(9) the consent of members to convert, merge with     another entity or domesticate under Article 37 or the Entity Omnibus Act; and(10) the sale, lease, exchange, or other disposal of     all, or substantially all, of the company's property with or without goodwill.(e) Action requiring the consent of members or managers under this Act may  be taken without a meeting.(f) A member or manager may appoint a proxy to vote or otherwise act for the  member or manager by signing an appointment instrument, either personally  or by the member or manager's attorney-in-fact.  (Source: P.A. 99-637, eff. 7-1-17; 100-561, eff. 7-1-18.)
805 ILCS 180/15-3
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 15 - Management

Sec. 15-3. General standards of member and manager's conduct.(a) Without limiting any fiduciary duties owed at common law, the fiduciary duties a member owes to a member-managed company and its  other members include the duty of loyalty and the duty of care referred to in  subsections (b) and (c) of this Section.(b) A member's duty of loyalty to a member-managed company and its other  members includes the following:(1) to account to the company and to hold as trustee     for it any property, profit, or benefit derived by the member in the conduct or winding up of the company's business or derived from a use by the member of the company's property, including the appropriation of a company's opportunity;(2) to act fairly when a member deals with the     company in the conduct or winding up of the company's business as or on behalf of a party having an interest adverse to the company; and(3) to refrain from competing with the company in the     conduct of the company's business before the dissolution of the company.(c) A member's duty of care to a member-managed company and its other  members in the conduct of and winding up of the company's business is limited to  refraining from engaging in grossly negligent or reckless conduct, intentional  misconduct, or a knowing violation of law.(d) The implied contractual covenant of good faith and fair dealing applies to the operating agreement and members of a member-managed company in the same manner and to the same extent that it applies at law to other contracts and parties to the contracts.(e) A member of a member-managed company does not violate a duty or  obligation under this Act or under the operating agreement merely because the  member's conduct furthers the member's own interest.(f) This Section applies to a person winding up the limited liability  company's business as the personal or legal representative of the last  surviving member as if the person were a member.(g) In a manager-managed company:(1) a member who is not also a manager owes no duties     to the company or to the other members solely by reason of being a member;(2) a manager is held to the same standards of     conduct prescribed for members in subsections (b), (c), (d), and (e) of this Section;(3) a member who exercises some or all of the     authority of a manager in the conduct of the company's business is held to the standards of conduct in subsections (b), (c), (d), and (e) of this Section;(4) a manager is relieved of liability imposed by law     for violations of the standards prescribed by subsections (b), (c), (d), and (e) to the extent of the managerial authority delegated to the members by the operating agreement; and(5)    subsection (d) of this Section applies to the     operating agreement and members and managers of the company. (Source: P.A. 102-230, eff. 1-1-22.)
805 ILCS 180/15-7
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 15 - Management

Sec. 15-7. Member and manager's right to reimbursement and indemnification.(a) A limited liability company shall reimburse a member or manager for  payments made and indemnify a member or manager for debts, obligations, or other liabilities  incurred by the member or manager in the course of the member's or manager's activities on behalf of the company, if, in making the payment or incurring the debt, obligation, or other liability, the member or manager complied with the duties stated in Sections 15-3 and 25-35.(b) A limited liability company shall reimburse a member for an advance to  the company beyond the amount of contribution the member agreed to make.(c) A payment or advance made by a member that gives rise to an obligation  of a limited liability company under subsection (a) or (b) of this Section  constitutes a  loan to the company upon which interest accrues from the date of the payment or  advance.(d) A member is not entitled to remuneration for services performed for a  limited liability company, except for reasonable compensation for services  rendered in winding up the business of the company.(e)   A limited liability company may purchase and maintain insurance on behalf of a member or manager of the company against liability asserted against or incurred by the member or manager in that capacity or arising from that status even if, under subsection (e) of Section 15-5, the operating agreement could not eliminate or limit the person's liability to the company for the conduct giving rise to the liability. (Source: P.A. 99-637, eff. 7-1-17.)
805 ILCS 180/15-10
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 15 - Management

Sec. 15-10.     (Repealed).     (Source: P.A. 87-1062.  Repealed by P.A. 90-424, eff. 1-1-98.)
805 ILCS 180/15-15
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 15 - Management

Sec. 15-15.     Discharge of duties; consideration.     In discharging the duties of their respective positions,  members and individual managers may, in considering the best  long term and short term interests of the limited liability  company, consider the effects of any action (including  without limitation, action that may involve or relate to a  change or potential change in control of the limited  liability company) upon employees, suppliers, and customers of  the limited liability company or its subsidiaries,  communities in which offices or other establishments of the  limited liability company or its subsidiaries are located,  and all other pertinent factors.    (Source: P.A. 87-1062.)
805 ILCS 180/15-20
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 15 - Management

(805 ILCS 180/15-20)Sec. 15-20. Actions by members.(a) A member may maintain an action against a limited liability company, a manager, or  another member for legal or equitable relief, with or without an  accounting as to the company's business, to enforce all of the following:(1) The member's rights under the operating agreement.(2) The member's rights under this Act.(3) The rights and otherwise protect the interests of     the member, including rights and interests arising independently of the member's relationship to the company.(b) The accrual, and any time limited for the assertion, of a right of  action for a remedy under this Section is governed by other law.  A  right to an accounting upon a dissolution and winding up does not revive a  claim barred by law.  (Source: P.A. 101-553, eff. 1-1-20.)
805 ILCS 180/Art. 20 heading
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 20 - Finance

 Article 20.      Finance
805 ILCS 180/20-1
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 180/ - Limited Liability Company Act.|Article 20 - Finance

Sec. 20-1. Form of contribution. The contribution  of a member may be in cash, property, services rendered, or other benefit, or  a promissory note or other obligation to contribute cash or  property or to perform services.  (Source: P.A. 99-637, eff. 7-1-17.)