ILCS » Chapter 805 · Act 180
Illinois Compiled Statutes

805 ILCS 180/35-1 (2026)

Events causing dissolution and winding up of company's business

✓ current as of May 2026
Find cases: SyfertCases citing this section IL-ILGAilga.gov JustiaChapter on Justia CornellLII Search CasesGoogle Scholar
(805 ILCS 180/35-1)
    Sec. 35-1. Events causing dissolution and winding up of company's business.
    (a) A limited liability company is dissolved and its business must be wound up upon the occurrence of any of the following events:
        (1) An event or circumstance that causes the
    
dissolution of a company by the express terms of the operating agreement.
        (2) The consent of all members.
        (3) The passage of 180 consecutive days during which
    
the company has no members.
        (4) On application by a member or a dissociated
    
member, upon entry of a judicial decree that:
            (A) the economic purpose of the company has been
        
or is likely to be unreasonably frustrated;
            (B) the conduct of all or substantially all of
        
the company's activities is unlawful;
            (C) it is not otherwise reasonably practicable to
        
carry on the company's business in conformity with the articles of organization and the operating agreement.
        (5) On application by a member or transferee of a
    
distributional interest, upon entry of a judicial decree that the managers or those members in control of the company:
            (A) have acted, are acting, or will act in a
        
manner that is illegal or fraudulent; or
            (B) have acted or are acting in a manner that is
        
oppressive and was, is, or will be directly harmful to the applicant.
        (6) Administrative dissolution under Section 35-25.
    (b) In a proceeding under subdivision (4) or (5) of subsection (a), the court may order a remedy other than dissolution including, but not limited to, a buyout of the applicant's distributional interest.
(Source: P.A. 101-553, eff. 1-1-20.)

    
Notes of Decisions
Cited in 10 cases (4 in the last 5 years), 2011–2025 · leading case: Bd. of Managers of the 1120 Club Condo. Ass'n v. 1120 Club, LLC, 2016 IL App (1st) 143849 (Ill. App. Ct. 2016).
Sort: Relevance Newest Treatment
Bd. of Managers of the 1120 Club Condo. Ass'n v. 1120 Club, LLC, 2016 IL App (1st) 143849 (Ill. App. Ct. 2016). “See 805 ILCS 180/35-1(4) (West 2014). Finally, this Court, in issuing its decision in Pratt I, did not consider the developer’s involuntary dissolution or solvency status in reaching the conclusion that the implied warranty of habitability applied to the builder.”
Ocean Tomo, LLC v. PatentRatings, LLC, 375 F. Supp. 3d 915 (E.D. Ill. 2019). · cites it 2× “nt (for non-payment of royalties, along with various other allegations); (3) tortious interference (with the NTT deal); (4) breach of the operating agreement (with respect to allocation of the ICAP deal profits); (5) violation of the Computer Fraud and Abuse Act (with respect to…”
Sienna Court Condo. Ass'n v. Champion Aluminum Corp., 2017 IL App (1st) 143364 (Ill. App. Ct. 2017). · cites it 2× “) 805 ILCS 180/35-1 (West 2014). Section 35-25 provides that the Secretary of State shall dissolve an LLC upon certain - 35 ­ 1-14-3364) 1-14-3687) 1-14-3753) Cons.”
Sienna Court Condo. Ass'n v. Champion Aluminum Corp., 2017 IL App (1st) 143364 (Ill. App. Ct. 2017). “) 805 ILCS 180/35-1 (West 2014). Section 35-25 provides that the Secretary of State shall dissolve an LLC upon certain events, including failure to file an annual report.”
Sienna Court Condo. Ass'n v. Champion Aluminum Corp., 2017 IL App (1st) 143364 (Ill. App. Ct. 2017). “) 805 ILCS 180/35-1 (West 2014). Section 35-25 provides that the Secretary of State shall dissolve an LLC upon certain events, including failure to file an annual report.”
Hohlbaugh v. Hohlbaugh, 2025 IL App (5th) 240826-U (Ill. App. Ct. 2025). “805 ILCS 180/35-1(4) (West 2020). Finally, the members could have opted to enter into an operating agreement to regulate the affairs and conduct of the company and to govern the relationships among the members.”
Bak v. A&R First Enter. LLC, 2025 IL App (1st) 242125-U (Ill. App. Ct. 2025). · cites it 2× “Count I sought damages against defendants under the Limited Liability Company Act (805 ILCS 180/35-1(a)(5)(B) (West 2022)) as recompense for the allegedly “oppressive” manner in which Adam treated him while he was a member and manager of A&R.”
Damaschke v. Mick, 2021 IL App (1st) 210101-U (Ill. App. Ct. 2021). “See 805 ILCS 180/35-1(A)(4)(c) (West 2020). ¶5 The Madison County complaint that was filed on June 12, 2020 is 85 pages long, and 15 of the 17 counts are brought by Mick’s husband, Jeff Mick, suing individually or derivatively on -3- 1-21-0101 behalf of Lacey’s Place, LLC…”
Ocean Tomo, LLC v. Jonathan Barney (N.D. Ill. 2021). “to allocation of the ICAP deal profits); (5) violation of the Computer Fraud and Abuse Act (with respect to the PatentRatings servers); (6) breach of the Supplemental License Agreement; (7) declaratory judgments that the License Agreement and the Supplemental License Agreement…”
Tully v. McLean (Ill. App. Ct. 2011). “” 805 ILCS 180/35-1(1) (West 2008). Therefore, given that the agreement calls for dissolution of OTD upon removal of the manager and we find such removal occurred, section 35-1(1) reinforces that dissolution is required.”
— 805 ILCS 180/35-1(1) — 1 case
Tully v. McLean (Ill. App. Ct. 2011). “” 805 ILCS 180/35-1(1) (West 2008). Therefore, given that the agreement calls for dissolution of OTD upon removal of the manager and we find such removal occurred, section 35-1(1) reinforces that dissolution is required.”
— 805 ILCS 180/35-1(4) — 2 cases
Bd. of Managers of the 1120 Club Condo. Ass'n v. 1120 Club, LLC, 2016 IL App (1st) 143849 (Ill. App. Ct. 2016). “See 805 ILCS 180/35-1(4) (West 2014). Finally, this Court, in issuing its decision in Pratt I, did not consider the developer’s involuntary dissolution or solvency status in reaching the conclusion that the implied warranty of habitability applied to the builder.”
Hohlbaugh v. Hohlbaugh, 2025 IL App (5th) 240826-U (Ill. App. Ct. 2025). “805 ILCS 180/35-1(4) (West 2020). Finally, the members could have opted to enter into an operating agreement to regulate the affairs and conduct of the company and to govern the relationships among the members.”
— 805 ILCS 180/35-1(A)(4)(c) — 1 case
Damaschke v. Mick, 2021 IL App (1st) 210101-U (Ill. App. Ct. 2021). “See 805 ILCS 180/35-1(A)(4)(c) (West 2020). ¶5 The Madison County complaint that was filed on June 12, 2020 is 85 pages long, and 15 of the 17 counts are brought by Mick’s husband, Jeff Mick, suing individually or derivatively on -3- 1-21-0101 behalf of Lacey’s Place, LLC…”
— 805 ILCS 180/35-1(a)(5) — 2 cases
Ocean Tomo, LLC v. PatentRatings, LLC, 375 F. Supp. 3d 915 (E.D. Ill. 2019). “nt (for non-payment of royalties, along with various other allegations); (3) tortious interference (with the NTT deal); (4) breach of the operating agreement (with respect to allocation of the ICAP deal profits); (5) violation of the Computer Fraud and Abuse Act (with respect to…”
Ocean Tomo, LLC v. Jonathan Barney (N.D. Ill. 2021). “to allocation of the ICAP deal profits); (5) violation of the Computer Fraud and Abuse Act (with respect to the PatentRatings servers); (6) breach of the Supplemental License Agreement; (7) declaratory judgments that the License Agreement and the Supplemental License Agreement…”
— 805 ILCS 180/35-1(a)(5)(B) — 1 case
Bak v. A&R First Enter. LLC, 2025 IL App (1st) 242125-U (Ill. App. Ct. 2025). “Count I sought damages against defendants under the Limited Liability Company Act (805 ILCS 180/35-1(a)(5)(B) (West 2022)) as recompense for the allegedly “oppressive” manner in which Adam treated him while he was a member and manager of A&R.”
Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.