Category Archives: Dissolution Basics

Judicial Expulsion of a Member-Manager Triggers Dissolution

Are you a member-manager of an LLC in Illinois? Your expulsion as a member of the LLC may result in your removal from “manager” status and may even bring about the dissolution of the LLC. The Illinois appellate court provided … Continue reading

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Know the Dissolution Provisions of Your Partnership Agreement

The outcome in Estate of Webster v. Thomas, 2013 IL App (5th) 120121-U, illustrates the importance of business partners’ knowing and complying with the dissolution provisions of their partnership agreement. The partnership agreement in Estate of Webster provided that the … Continue reading

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Can an LLC Sue or Be Sued Based on Events That Occurred When It Was Dissolved?

According to at least one Illinois Appellate Court, an LLC can sue or be sued based on events that occurred when it was dissolved if the LLC is later reinstated. In Revolution Madison, LLC v. Eccles, 2015 IL App (2d) … Continue reading

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Fiduciary Duty Modifications

When it comes to Illinois LLCs, one member’s allegation that the LLC’s manager has breached its fiduciary duty can quickly spiral into a full-blown claim for judicial dissolution, i.e., a business divorce.  Link. Illinois LLCs are materially different than Illinois … Continue reading

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Grounds For Involuntary Dissolution in Illinois

In Illinois, the grounds for involuntary dissolution vary depending on the kind of entity in question. Corporations The grounds for judicial dissolution of a closely held Illinois corporation are found at 805 ILCS 5/12.56, which provides that a court may … Continue reading

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The Two Basic Kinds of Dissolution:  Voluntary and Involuntary (Judicial)

Dissolution is the “death” of a company.  Generally, there are two ways an Illinois company (corporation, LLC or partnership) can be dissolved: voluntarily, by vote of its owners (shareholders, members or partners) or involuntarily, by an owner seeking to dissolve … Continue reading

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