Illinois Compiled Statutes
805 ILCS 180/ - Limited Liability Company Act.
Article 15 - Management

(805 ILCS 180/Art. 15 heading)

(805 ILCS 180/15-1)
Sec. 15-1. Management of limited liability company.
(a) A limited liability company is a member-managed limited liability company unless the operating agreement:
(b) In a member-managed company:
(c) In a manager-managed company:
(d) The only matters of a member or manager-managed company's business
requiring the consent of all of the members are the following:
(e) Action requiring the consent of members or managers under this Act may
be taken without a meeting.
(f) A member or manager may appoint a proxy to vote or otherwise act for the
member or manager by signing an appointment instrument, either personally
or by the member or manager's attorney-in-fact.

(Source: P.A. 99-637, eff. 7-1-17; 100-561, eff. 7-1-18.)

(805 ILCS 180/15-3)
Sec. 15-3. General standards of member and manager's conduct.
(a) Without limiting any fiduciary duties owed at common law, the fiduciary duties a member owes to a member-managed company and its
other members include the duty of loyalty and the duty of care referred to in
subsections (b) and (c) of this Section.
(b) A member's duty of loyalty to a member-managed company and its other
members includes the following:
(c) A member's duty of care to a member-managed company and its other
members in the conduct of and winding up of the company's business is limited to
refraining from engaging in grossly negligent or reckless conduct, intentional
misconduct, or a knowing violation of law.
(d) The implied contractual covenant of good faith and fair dealing applies to the operating agreement and members of a member-managed company in the same manner and to the same extent that it applies at law to other contracts and parties to the contracts.
(e) A member of a member-managed company does not violate a duty or
obligation under this Act or under the operating agreement merely because the
member's conduct furthers the member's own interest.
(f) This Section applies to a person winding up the limited liability
company's business as the personal or legal representative of the last
surviving member as if the person were a member.
(g) In a manager-managed company:

(805 ILCS 180/15-5)
Sec. 15-5. Operating agreement.
(a) All
members of a
limited liability company may enter into an operating agreement to
regulate the affairs of the company and the conduct of its business and to
govern relations among the members, managers, and company. The operating agreement may establish that a limited liability company is a manager-managed limited liability company and the rights and duties under this Act of a person in the capacity of a manager. To the extent
the operating agreement does not otherwise provide, this Act governs relations
among the members, managers, and company.
Except as provided in subsections (b), (c), (d), and (e) of this Section, an operating agreement
may modify any provision or provisions of this Act governing relations among
the members, managers, and company.
(b) The operating agreement may not:
(c) In addition, with respect to fiduciary duties, the operating agreement:
The changes made to paragraphs (2) and (4) of this subsection by this amendatory Act of the 102nd General Assembly apply to: (i) any operating agreement entered into before the effective date of this amendatory Act of the 102nd General Assembly if the fiduciary duties of the members or managers of the company described in paragraph (2) of subsection (b) of Section 15-3 are modified in any respect on or after the effective date of this amendatory Act of the 102nd General Assembly; and (ii) any operating agreement entered into on or after the effective date of this amendatory Act of the 102nd General Assembly.
(d) The operating agreement may specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by all the members or by one or more disinterested and independent members or persons after full disclosure of all material facts.
(e) The operating agreement may alter or eliminate the right to payment or reimbursement for a member or manager provided by Section 15-7 and may eliminate or limit a member or manager's liability to the limited liability company and members for money damages, except for:
(f) A limited liability company is bound by and may enforce the operating agreement, whether or not the company has itself manifested assent to the operating agreement.
(g) A person that becomes a member of a limited liability company is deemed to assent to the operating agreement.
(h) An operating agreement may be entered into before, after, or at the time of filing of articles of organization and, whether entered into before, after, or at the time of the filing, may be made effective as of the time of formation of the limited liability company or as of the time or date provided in the operating agreement.
(Source: P.A. 102-230, eff. 1-1-22.)

(805 ILCS 180/15-7)
Sec. 15-7. Member and manager's right to reimbursement and indemnification.
(a) A limited liability company shall reimburse a member or manager for
payments made and indemnify a member or manager for debts, obligations, or other liabilities
incurred by the member or manager in the course of the member's or manager's activities on behalf of the company, if, in making the payment or incurring the debt, obligation, or other liability, the member or manager complied with the duties stated in Sections 15-3 and 25-35.
(b) A limited liability company shall reimburse a member for an advance to
the company beyond the amount of contribution the member agreed to make.
(c) A payment or advance made by a member that gives rise to an obligation
of a limited liability company under subsection (a) or (b) of this Section
constitutes a
loan to the company upon which interest accrues from the date of the payment or
advance.
(d) A member is not entitled to remuneration for services performed for a
limited liability company, except for reasonable compensation for services
rendered in winding up the business of the company.
(e) A limited liability company may purchase and maintain insurance on behalf of a member or manager of the company against liability asserted against or incurred by the member or manager in that capacity or arising from that status even if, under subsection (e) of Section 15-5, the operating agreement could not eliminate or limit the person's liability to the company for the conduct giving rise to the liability.
(Source: P.A. 99-637, eff. 7-1-17.)

(805 ILCS 180/15-10)
Sec. 15-10.
(Repealed).

(Source: P.A. 87-1062. Repealed by P.A. 90-424, eff. 1-1-98.)

(805 ILCS 180/15-15)
Sec. 15-15.
Discharge of duties; consideration.
In discharging the duties of their respective positions,
members and individual managers may, in considering the best
long term and short term interests of the limited liability
company, consider the effects of any action (including
without limitation, action that may involve or relate to a
change or potential change in control of the limited
liability company) upon employees, suppliers, and customers of
the limited liability company or its subsidiaries,
communities in which offices or other establishments of the
limited liability company or its subsidiaries are located,
and all other pertinent factors.

(Source: P.A. 87-1062.)

(805 ILCS 180/15-20)
Sec. 15-20. Actions by members.
(a) A member may maintain an action against a limited liability company, a manager, or
another member for legal or equitable relief, with or without an
accounting as to the company's business, to enforce all of the following:
(b) The accrual, and any time limited for the assertion, of a right of
action for a remedy under this Section is governed by other law. A
right to an accounting upon a dissolution and winding up does not revive a
claim barred by law.

(Source: P.A. 101-553, eff. 1-1-20.)