2023 Illinois Compiled Statutes › Chapter 805 - BUSINESS ORGANIZATIONS › 805 ILCS 180/ - Limited Liability Company Act. › Article 30 - Assignment of Membership Interests

(805 ILCS 180/Art. 30 heading)
Article 30.  Transfer of Distributional Interests
(Source: P.A. 99-637, eff. 7-1-17.)
(805 ILCS 180/30-1)
Sec. 30-1. Member's distributional interest.
(a) A member is not a co-owner of, and has no transferable interest in,
property of a limited liability company.
(b) A distributional interest in a limited liability company is personal
property and, subject to Sections 30-5 and 30-10, may be transferred in whole
or in part.
(c) An operating agreement may provide that a distributional interest may be
evidenced by a certificate of the interest issued by the limited
liability company and, subject to Section 30-10, may also provide for the
transfer of any interest represented by the certificate.
(d) Except as provided in subsection (b), the rights, powers, and interest of a member, including a member described in subsection (c) of Section 10-1, may not be transferred except in accordance with authority described in the operating agreement or if all other members consent.
(Source: P.A. 101-553, eff. 1-1-20.)
(805 ILCS 180/30-5)
Sec. 30-5. Transfer of a distributional
interest.
(a) A transfer of a distributional interest in whole or in part:
(1) does not by itself cause dissolution and winding     up of the limited liability company's activities; and
(2) is subject to Section 30-10.
(b)  A transfer of a
distributional
interest does not entitle the transferee to
become or to exercise any rights of a member.  A transfer entitles the
transferee to receive, to the extent transferred, only the distributions to
which the transferor would be entitled.
(Source: P.A. 99-637, eff. 7-1-17.)
(805 ILCS 180/30-10)
Sec. 30-10. Rights of a transferee.
(a) A transferee of a distributional interest may become a member of a
limited
liability company if and to the extent that the transferor
gives the transferee the right in accordance with authority described in the
operating agreement or all other members consent.
(b) A transferee who has become a member, to the extent transferred, has the
rights and powers, and is subject to the restrictions and liabilities, of
a member under the operating agreement of a limited liability company and this
Act.  A transferee who becomes a member also is liable for the
transferor member's obligations to make contributions under Section 20-5 and
for obligations under Section 25-35 to return unlawful distributions,
but the transferee is not obligated for the transferor member's liabilities
unknown to the transferee at the time the transferee becomes a member.
(c) Whether or not a transferee of a distributional interest becomes a
member
under subsection (a) of this Section, the transferor is not released from
liability to
the limited liability company under the operating agreement or this Act.
(d) A transferee who does not become a member is not entitled to participate
in the management or conduct of the limited liability company's business,
require access to information concerning the company's transactions, or, except as provided in subsections (c) and (d) of Section 1-40, inspect
or copy any of the company's records.
(e) A transferee who does not become a member is entitled to:
(1) receive, in accordance with the transfer,     distributions to which the transferor would otherwise be entitled;
(2) receive, upon dissolution and winding up of the     limited liability company's business:
(A) in accordance with the transfer, the net         amount otherwise distributable to the transferor; and
(B) a statement of account only from the date of         the latest statement of account agreed to by all the members.
(f) A limited liability company need not give effect to a transfer until it
has notice of the transfer.
(Source: P.A. 99-637, eff. 7-1-17.)
(805 ILCS 180/30-15)
Sec. 30-15. 
		(Repealed).
(Source: P.A. 87-1062.  Repealed by P.A. 90-424, eff. 1-1-98.)
(805 ILCS 180/30-20)
Sec. 30-20. Rights of creditor.
(a) On application by a judgment creditor of a member or transferee, a court may enter a charging order against the distributional interest of the judgment debtor for the unsatisfied amount of the judgment.  A charging order constitutes a lien on a judgment debtor's distributional interest and requires the limited liability company to pay over to the person to which the charging order was issued any distribution that would otherwise be paid to the judgment debtor.  A charging order grants no other rights with respect to the assets or affairs of the company.
(b) To the extent necessary to effectuate the collection of distributions pursuant to a charging order in effect under subsection (a), the court may:
(1)  appoint a receiver of the distributions subject     to the charging order, with the power to make all inquiries the judgment debtor might have made; and
(2)  make all other orders necessary to give effect     to the charging order.
(c) At any time the court may foreclose the lien and order the sale of the distributional interest.  The purchaser at the foreclosure sale obtains only the distributional interest, does not thereby become a member, and is subject to Section 30-10.
(d) At any time before foreclosure under subsection (c), the member or transferee whose distributional interest is subject to a charging order under subsection (a) may extinguish the charging order by satisfying the judgment and filing a certified copy of the satisfaction with the court that issued the charging order.
(e) At any time before foreclosure under subsection (c), a limited liability company or one or more members whose distributional interests are not subject to the charging order may satisfy the judgment and thereby succeed to the rights of the judgment creditor, including the charging order.
(f)  This Act does not deprive any member or transferee of the benefit of any exemption laws applicable to the member's or transferee's distributional interest.
(g)  This Section provides the exclusive remedy by which a person seeking to enforce a judgment against a member or transferee may, in the capacity of judgment creditor, satisfy the judgment from the judgment debtor's distributional interest.  If and to the extent that other law permits a judgment creditor to obtain a lien against the distributional interest or other rights of a member or transferee of a member, the lien shall be treated as a charging order subject to all the provisions of this Section.
(Source: P.A. 99-637, eff. 7-1-17.)
(805 ILCS 180/30-25)
Sec. 30-25. Power of personal representative of deceased member. If a member dies, the deceased member's personal representative or other legal representative may exercise the rights of a transferee provided in subsection (e) of Section  30-10 and, for the purposes of settling the estate, the rights of a current member under Section 10-15.
(Source: P.A. 99-637, eff. 7-1-17.)