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State Legislative Updates

Illinois House Bill 4361

Illinois — House Bill 4361, which was approved by the Governor July 28, 2016  and effective July 1, 2017, substantially amends the LLC Act.  Among other changes the new law permits oral and implied operating agreements; provides that an LLC is member-managed unless its operating agreement provides otherwise; provides that a member is not an agent of the LLC solely by reason of being a member; permits fiduciary duties to be eliminated or restricted in the operating agreement; permits a court to order a buyout rather than judicially dissolving an LLC; provides new procedures for conversions and mergers; authorizes domestications; permits the filing of a Statement of Authority and a Statement of Denial; provides that the Articles of Organization and Annual Report must contain the names of only those members with the authority of a manager; eliminates the  duty of an LLC to buy the interest of a dissociated member; requires the filing of a Statement of Termination following the winding up of a dissolved LLC; protects the name of an administratively dissolved LLC for 3 years after dissolution; changes and clarifies the inspection rights of members, transferees, and dissociated members; provides that an LLC is bound by the operating agreement whether or not it is named as a party; and provides that a charging order constitutes a lien on the judgment debtor’s distributional interest.

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