Illinois § 37-36 Restrictions on approval of mergers

Illinois Statutes

§ 37-36 — Restrictions on approval of mergers

Illinois § 37-36

JurisdictionIllinois

TopicBUSINESS AND EMPLOYMENT

Ch. 805BUSINESS ORGANIZATIONS

Act 805 ILCS 180/Limited Liability Company Act.

Art.Article 37 - Conversions, Mergers, and Series

This text of Illinois § 37-36 (Restrictions on approval of mergers) 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. 37-36 (2026).

Text

(a)If a member of a merging limited liability company will have personal liability with respect to a surviving organization, approval or amendment of a plan of merger is ineffective without the consent of the member, unless:

(1)the company's operating agreement provides for approval of a merger with the consent of fewer than all the members; and (2) the member has consented to the provision of the operating agreement.

(b)A member does not give the consent required by subsection (a) merely by consenting to a provision of the operating agreement that permits the operating agreement to be amended with the consent of fewer than all the members.

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(a) If a member of a merging limited liability company will have personal liability with respect to a surviving organization, approval or amendment of a plan of merger is ineffective without the consent of the member, unless: (1) the company's operating agreement provides for approval of a merger with the consent of fewer than all the members; and (2) the member has consented to the provision of the operating agreement. (b) A member does not give the consent required by subsection (a) merely by consenting to a provision of the operating agreement that permits the operating agreement to be amended with the consent of fewer than all the members.