ILCS » Chapter 805 · Act 180
Illinois Compiled Statutes

805 ILCS 180/35-3 (2026)

Limited liability company continues after dissolution

✓ current as of May 2026
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(805 ILCS 180/35-3)
    Sec. 35-3. Limited liability company continues after dissolution.
    (a) Subject to subsections (b), (c), and (d) of this Section, a limited liability company continues after dissolution only for the purpose of winding up its business.
    (b) At any time after the dissolution of a limited liability company and before the winding up of its business is completed, the members, including a dissociated member whose dissociation caused the dissolution, may unanimously waive the right to have the company's business wound up and the company terminated. In that case:
        (1) the limited liability company resumes carrying on
    
its business as if dissolution had never occurred, and any liability incurred by the company or a member after the dissolution and before the waiver is determined as if the dissolution had never occurred; and
        (2) the rights of a third party accruing under
    
subsection (a) of Section 35-7 or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver are not adversely affected.
    (c) If there are no members, the legal representative of the last remaining member may, within one year after the occurrence of the event that caused the dissociation of the last remaining member, agree in writing to continue the limited liability company. In that event, the legal representative or its nominee or designee will be admitted to the company as a member and the company will not be dissolved or its business wound up until the occurrence of a future event of dissolution, if any.
    (d) This Section does not apply in the case of a dissolution described in subdivision (4), (5), or (6) of Section 35-1.
(Source: P.A. 98-720, eff. 7-16-14; 99-637, eff. 7-1-17.)

    
Notes of Decisions
Cited in 6 cases (1 in the last 5 years), 2006–2023 · leading case: Sienna Court Condo. Ass'n v. Champion Aluminum Corp., 2017 IL App (1st) 143364 (Ill. App. Ct. 2017).
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Sienna Court Condo. Ass'n v. Champion Aluminum Corp., 2017 IL App (1st) 143364 (Ill. App. Ct. 2017). “) 805 ILCS 180/35-3(a) (West 2014). ¶ 105 Section 35-4 of the Act, regarding the “Right to wind up [a] limited liability company’s business,” further provides, in relevant part: “(c) A person winding up a limited liability company’s business may preserve the company’s business…”
Sienna Court Condo. Ass'n v. Champion Aluminum Corp., 2017 IL App (1st) 143364 (Ill. App. Ct. 2017). “) 805 ILCS 180/35-3(a) (West 2014). ¶ 105 Section 35-4 of the Act, regarding the “Right to wind up [a] limited liability company’s business,” further provides, in relevant part: “(c) A person winding up a limited liability company’s business may preserve the company’s business…”
Sienna Court Condo. Ass'n v. Champion Aluminum Corp., 2017 IL App (1st) 143364 (Ill. App. Ct. 2017). “) 805 ILCS 180/35-3(a) (West 2014). ¶ 105 Section 35-4 of the Act, regarding the “Right to wind up [a] limited liability company’s business,” further provides, in relevant part: “(c) A person winding up a limited liability company’s business may preserve the company’s business…”
Asimah v. CBL Props. (N.D. Ill. 2023). “And Section 35-4 of the Act states that “[a] person winding up a limited liability company’s business (1) may preserve the company’s business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or…”
Puleo v. Topel (Ill. App. Ct. 2006). “30 (West 2004)), the Act explicitly provides that an LLC continues after dissolution only for the purpose of winding up its business (805 ILCS 180/35-3 (West 2004)). However, as plaintiffs concede in their brief, the Act does not contain a provision similar to section 3.”
Tully v. McLean, 2013 IL App (1st) 113663 (Ill. App. Ct. 2013). “805 ILCS 180/35-3(a) (West 2010). After dissolution and before the winding up of its business, the members may unanimously waive the right to have the company’s business wound up and the business continued.”
— 805 ILCS 180/35-3(a) — 5 cases
Sienna Court Condo. Ass'n v. Champion Aluminum Corp., 2017 IL App (1st) 143364 (Ill. App. Ct. 2017). “) 805 ILCS 180/35-3(a) (West 2014). ¶ 105 Section 35-4 of the Act, regarding the “Right to wind up [a] limited liability company’s business,” further provides, in relevant part: “(c) A person winding up a limited liability company’s business may preserve the company’s business…”
Sienna Court Condo. Ass'n v. Champion Aluminum Corp., 2017 IL App (1st) 143364 (Ill. App. Ct. 2017). “) 805 ILCS 180/35-3(a) (West 2014). ¶ 105 Section 35-4 of the Act, regarding the “Right to wind up [a] limited liability company’s business,” further provides, in relevant part: “(c) A person winding up a limited liability company’s business may preserve the company’s business…”
Sienna Court Condo. Ass'n v. Champion Aluminum Corp., 2017 IL App (1st) 143364 (Ill. App. Ct. 2017). “) 805 ILCS 180/35-3(a) (West 2014). ¶ 105 Section 35-4 of the Act, regarding the “Right to wind up [a] limited liability company’s business,” further provides, in relevant part: “(c) A person winding up a limited liability company’s business may preserve the company’s business…”
Asimah v. CBL Props. (N.D. Ill. 2023). “And Section 35-4 of the Act states that “[a] person winding up a limited liability company’s business (1) may preserve the company’s business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or…”
Tully v. McLean, 2013 IL App (1st) 113663 (Ill. App. Ct. 2013). “805 ILCS 180/35-3(a) (West 2010). After dissolution and before the winding up of its business, the members may unanimously waive the right to have the company’s business wound up and the business continued.”
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