Category Archives: Dissolution Basics

Judicial Expulsion of a Member-Manager Triggers Dissolution

Posted on January 22, 2016 by Novack and Macey LLP

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 →

Posted in Dissolution Basics | Tagged 805 ILCS 180/1-1, Manager, Removal, Tully v McLean | Leave a comment

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

Posted on June 10, 2015 by montemann9

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 →

Posted in Capacity to Sue and Be Sued, Dissolution Basics | Tagged 805 ILCS 180/35-40, 805 ILCS 5/12.45(d), A Plus Janitorial Company v. Group Fox Inc, Henderson-Smith v Nahamani Family Service Center, Revolution Madison LLC v. Eccles | Leave a comment

Fiduciary Duty Modifications

Posted on February 10, 2015 by montemann9

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 →

Posted in Dissolution Basics, Fiduciary Duty | Tagged 805 ILCS 180/1-1, 805 ILCS 180/15-5(b)(7). 805 ILCS 180/15-3(g)(2) and (4), et. seq. | Leave a comment

Grounds For Involuntary Dissolution in Illinois

Posted on May 15, 2014 by montemann9

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 →

Posted in Dissolution Basics | Tagged 805 ILCS 180/35-1(4), 805 ILCS 206/801(5), 805 ILCS 5/12.56 | 1 Comment

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

Posted on April 12, 2014 by montemann9

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 →

Posted in Dissolution Basics | Tagged 805 ILCS 180/35-1(4), 805 ILCS 206/801(5), 805 ILCS 5/12.56 | Leave a comment