Illinois Compiled Statutes
805 ILCS 180/ - Limited Liability Company Act.
Article 25 - Distributions

(805 ILCS 180/Art. 25 heading)

(805 ILCS 180/25-1)
Sec. 25-1.
Interim distributions.
(a) Any distributions made by a limited liability company before its
dissolution and winding up must be in equal shares.
(b) A member has no right to receive, and may not be required to accept, a
distribution in kind.

(Source: P.A. 90-424, eff. 1-1-98.)

(805 ILCS 180/25-5)
Sec. 25-5.
(Repealed).

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 Repealed by P.A. 90-424, eff. 1-1-98.)

(805 ILCS 180/25-10)
Sec. 25-10.
(Repealed).

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 Repealed by P.A. 90-424, eff. 1-1-98.)

(805 ILCS 180/25-15)
Sec. 25-15.
(Repealed).

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 Repealed by P.A. 90-424, eff. 1-1-98.)

(805 ILCS 180/25-20)
Sec. 25-20.
Right to distribution.
At the time a
member becomes entitled to receive a distribution, the member
has the status of and is entitled to all remedies available
to a creditor of the limited liability company with respect
to the distributions.

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

(805 ILCS 180/25-25)
Sec. 25-25.
(Repealed).

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 Repealed by P.A. 90-424, eff. 1-1-98.)

(805 ILCS 180/25-30)
Sec. 25-30.
Limitations on distributions.
(a) A distribution may not be made if:
(b) A limited liability company may base a determination that a distribution
is not prohibited under subsection (a) of this Section on financial statements
prepared on the basis of accounting practices and principles that are
reasonable in the circumstances or on a fair valuation or other method that is
reasonable in the circumstances.
(c) Except as otherwise provided in subsection (e) of this Section, the
effect of a
distribution under subsection (a) of this Section is measured:
(d) A limited liability company's indebtedness to a member incurred by
reason of a distribution made in accordance with this Section is at
parity with the company's indebtedness to its general, unsecured creditors.
(e) Indebtedness of a limited liability company, including indebtedness
issued in connection with or as part of a distribution, is not considered a
liability for purposes of determinations under subsection (a) of this Section
if its terms
provide that payment of principal and interest are made only if and to the
extent that payment of a distribution to members could then be made under this
Section. If the indebtedness is issued as a distribution, each
payment of principal or interest on the indebtedness is treated as a
distribution, the effect of which is measured on the date the payment is
made.

(Source: P.A. 90-424, eff. 1-1-98.)

(805 ILCS 180/25-35)
Sec. 25-35. Liability for unlawful distributions.
(a) Except as otherwise provided in subsections (b) and (c), if a member of a member-managed company or a member or manager of a
manager-managed company consents to a distribution
made in violation of Section 25-30, the articles of organization, or the
operating agreement and in consenting to the distribution fails to comply with Section 15-3, the member or manager is personally liable to the company for the amount of
the distribution that exceeds the amount that could have been distributed
without violating Section 25-30, the articles of organization, or the
operating agreement.
(b) To the extent the operating agreement of a limited liability company expressly relieves a member of the authority and responsibility to consent to distributions and imposes that authority and responsibility on one or more other members, the liability stated in subsection (a) applies to the other members and not the member that the operating agreement relieves of authority and responsibility.
(c) If the members of a member-managed company or the members or managers of a manager-managed company consent to a distribution that violates the articles of organization or the operating agreement, but does not violate Section 25-30, by a vote that would have been sufficient to amend the articles of organization or operating agreement, as the case may be, the liability stated in subsection (a) does not apply.
(d) A person that receives a distribution and that knew the distribution was made
in violation of Section 25-30, the articles of organization, or the
operating agreement is personally liable to the company, but only to the extent
that the distribution received by the person exceeded the amount that
could have been properly paid under Section 25-30.
(e) A person against whom an action is brought under this Section
may implead in the action:
(f) A proceeding under this Section is barred unless it is commenced within
2 years after the distribution.

(Source: P.A. 99-637, eff. 7-1-17.)

(805 ILCS 180/25-45)
Sec. 25-45.
Known claims against dissolved limited liability company.
(a) A dissolved limited liability company may dispose of the known claims
against it by following the procedure described in this Section.
(b) A dissolved limited liability company shall notify its known claimants
in
writing of the dissolution. The notice must:
(c) A claim against a dissolved limited liability company is barred if the
requirements of subsection (b) of this Section are met, and:
(d) For purposes of this Section, the term "claim" does not include a
contingent
liability or a claim based on an event occurring after the effective
date of dissolution.

(Source: P.A. 90-424, eff. 1-1-98.)

(805 ILCS 180/25-50)
Sec. 25-50.
Other claims against dissolved limited liability company.
(a) A dissolved limited liability company may publish notice of its
dissolution and request persons having claims against the company to
present them in accordance with the notice.
(b) The notice must:
(c) If a dissolved limited liability company publishes a notice in
accordance with subsection (b) of this Section, the claim of each of the
following
claimants is barred unless the claimant commences a proceeding to enforce the
claim against the dissolved company within 5 years after the
publication date of the notice:
(d) A claim not barred under this Section may be enforced:
(Source: P.A. 90-424, eff. 1-1-98.)