Fill and Sign the Dissolve Company Form

LIMITED LIABILITY COMPANY VOLUNTARY DISSOLUTION ILLINOIS Electronic Version STATUTORY REFERENCE 805 ILLINOIS COMPILED STATUTES 180, Article 35 (Dissolution and Dissociation) INTRODUCTORY NOTES AND LAW SUMMARY An Illinois limited liability company may be dissolved voluntarily, judicially, or administratively. THIS FORM PACKAGE ADDRESSES ONLY VOLUNTARY DISSOLUTION. A limited liability company is dissolved and its business must be wound up, upon the occ urrence of any of the following events: (1) An event specified in the operating agreement. (2) Consent of the number or percentage of members specified in the operating agreement. (3) An event that makes it unlawful for all or substantially all of the business of the c ompany to be continued, but any cure of illegality within 90 days after notice to the c ompany of the event is effective retroactively to the date of the event. (4) On application by a member or a dissociated member, upon entry of a judicial decree that: (A) the economic purpose of the company is likely to be unreasonably frustrated; (B) another member has engaged in conduct relating to the company's business that makes it not reasonably practicable to carry on the company's business with that member; (C) it is not otherwise reasonably practicable to carry on the company's business in conformity with the articles of organization and the operating agreement; (D) the company failed to purchase the petitioner's distributional interest as required by §35-60; or (E) the managers or members in control of the company have acted, are acting, or wi ll act in a manner that is illegal, oppressive, or fraudulent with respect to the petitioner. (5) On application by a transferee of a member's interest, a judicial determination that it is equitable to wind up the company's business. (6) Administrative dissolution under Section 35-25. A limited liability company continues after dissolution only for the purpose of winding up it s business. At any time after the dissolution of a limited liability company and before t he winding up of its business is completed, the members, including a dissociated member whose dissociation c aused the dissolution, may unanimously waive the right to have the company's business wound up and the company terminated. After dissolution, a member who has not wrongfully dissociated may participate in winding up a limited liability company's business, but on application of any member, member's legal representative, or transferee, the Circuit Court, for good cause shown, may order judicial supervision of the winding up. A legal representative of the last surviving member may wind up a limited liabil ity company's business. A person winding up a limited liability company's business 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, settle and close the compa ny's business, dispose of and transfer the company's property, discharge the company's liabilities, distribute the assets of the company pursuant to § 35-10, settle disputes by mediation or arbitration, and perform other necessary acts. 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 under §13-5 before dissolution, if the other party to the transaction did not have notice of the dissolution. A member or manager who, with knowledge of the dissolution, subjects a limited liabil ity company to liability by an act that is not appropriate for winding up the company's busine ss is liable to the company for any damage caused to the company arising from the liability. 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. 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. When all debts, liabilities, and obligations of the limited liability compa ny have been paid and discharged or adequate provision has been made therefore and all of the remaining property a nd assets of the limited liability company have been distributed to the membe rs, a statement of termination shall be executed and filed with the Secretary of State. The manager or managers or member or members at the time of termination, or those t hat remain, shall thereafter be trustee for the members and creditors of the terminate d company and, in that capacity, shall have authority to convey or distribute any company property disc overed after termination and take any other action that may be necessary on behalf of and in the name of the terminated company. STEPS TO DISSOLVE AN ILLINOIS LLC Step 1:SEE FORM 1 - RESOLUTION OF MEMBERS CONSENTING TO DISSOLUTION Step 2: Complete the winding up process. See Introductory Notes. Step 3: SEE FORM 2 - STATEMENT OF TERMINATION Complete the form. Mail the original and one copy of the Statement of Termination and the filing fee (make check payable to the Secretary of State) to the Department of Business Services at the address given on the form. A cover letter to send with the Statement of Termination is included in this packet. SEE FORM 3 - TRANSMITTAL LETTER Step 3: Complete the winding up process as set out above in the Introductory Notes. Disclaimer: If you are not an attorney, you are advised to seek the advice of an attorney for all serious legal matters. The information and forms contained herein are not legal advice and are not to be construed as such. Although the information contained herein is believed to be correct, no warranty of fitness or any other warranty shall apply. All use is subject to the U.S. Legal Forms, Inc. Disclaimer and License located at http://www.uslegalforms.com/disclaimer.htm FORM 1 RESOLUTION OF MEMBERS CONSENTING TO DISSOLUTION RESOLUTION OF MEMBERS OF ________________________________________ AN ILLINOIS LIMITED LIABILITY COMPANY The undersigned, being all the members of _______________________________________, an Illinois limited liability company, hereby resolve to dissolve and consent to the di ssolution of the limited liability company. Dated this the ______ day of ______________________________, 20___. ____________________________________ Member ____________________________________ Member ____________________________________ Member FORM 2 STATEMENT OF TERMINATION Download the form by clicking the link below, or copying the link into the address window of your web browser. http://www.uslegalforms.com/dissolution/IL/IL-DissLLC.pdf The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from http://www.adobe.com/products/acrobat/readstep2.html . The download is quick and easy. Fill out this form, and mail it in as directed. FORM TRANSMITTAL LETTER Return Name and Address ____________________________________ ____________________________________ ____________________________________ ____________________________________ Date: Secretary of State Department of Business Services Limited Liability Division 501 S. Second St., Rm. 351 Springfield, IL 62756 Re: Statement of Termination Dear Sir: Enclosed please find an original and one copy of a Statement of Termination and the filing fee. Please file and provide a filed copy to me. Please contact me at the above address if you require anything further. With kindest regards, I am Sincerely yours, Enclosures Check # __________ Enclosed for $________