Illinois § 35-55 Effect of member's dissociation

Illinois Statutes

§ 35-55 — Effect of member's dissociation

Illinois § 35-55

JurisdictionIllinois

TopicBUSINESS AND EMPLOYMENT

Ch. 805BUSINESS ORGANIZATIONS

Act 805 ILCS 180/Limited Liability Company Act.

Art.Article 35 - Dissolution And Dissociation

This text of Illinois § 35-55 (Effect of member's dissociation) is published on Counsel Stack Legal Research, covering Illinois primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

805 Ill. Comp. Stat. 35-55 (2026).

Text

(a)Upon a member's dissociation from a limited liability company:

(1)the member's right to participate in the management and conduct of the company's business terminates, except as otherwise provided in Section 35-4, and the member ceases to be a member and is treated the same as a transferee of a member;

(2)the member's fiduciary duties terminate, except as provided in subdivision (3) of this subsection (a);

(3)the member's duty of loyalty under subdivisions (1) and (2) of subsection (b) of Section 15-3 and duty of care under subsection (c) of Section 15-3 continue only with regard to matters arising and events occurring before the member's dissociation, unless the member participates in winding up the company's business pursuant to Section 35-4; and (4) subject to Section 30-25 and A

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(a) Upon a member's dissociation from a limited liability company: (1) the member's right to participate in the management and conduct of the company's business terminates, except as otherwise provided in Section 35-4, and the member ceases to be a member and is treated the same as a transferee of a member; (2) the member's fiduciary duties terminate, except as provided in subdivision (3) of this subsection (a); (3) the member's duty of loyalty under subdivisions (1) and (2) of subsection (b) of Section 15-3 and duty of care under subsection (c) of Section 15-3 continue only with regard to matters arising and events occurring before the member's dissociation, unless the member participates in winding up the company's business pursuant to Section 35-4; and (4) subject to Section 30-25 and Article 37, any distributional interest owned by the person immediately before dissociation in the person's capacity as a member is owned by the person solely as a transferee. (b) A person's dissociation as a member of a limited liability company does not of itself discharge the person from any debt, obligation, or other liability to the company or the other members which the person incurred while a member.