Illinois Compiled Statutes
805 ILCS 180/35-4 (2026)
Wind up of limited liability company's business
✓ current as of May 2026
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(805 ILCS 180/35-4)
Sec. 35-4. Wind
up of limited liability company's business. (a) After dissolution, a member who has not wrongfully dissociated may
participate in winding up a limited liability
company's business.
(b) If a dissolved limited liability company has no members, the legal representative of the last person to have been a member may wind up the business of the company. If the person does so, the person has the powers of a sole manager under subsection (b) of Section 15-1 and is deemed to be a manager for the purposes of subsection (a) of Section 10-10.
(c) 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
administrative, dispose of
and transfer the company's property, settle disputes by mediation or arbitration, and perform other acts necessary or appropriate to winding up and (2) shall discharge the company's debts, obligations, or other liabilities, settle and close the company's business and marshal and
distribute the assets of the company pursuant to Section 35-10.
(d) If the legal representative under subsection (b) declines or fails to wind up the company's business, a person may be appointed to do so by the consent of transferees owning a majority of the rights to receive distributions as transferees at the time the consent is to be effective. A person appointed under this subsection: (1) has the powers of a sole manager under | subsection (b) of Section 15-1 and is deemed to be a manager for the purposes of subsection (a) of Section 10-10; and |
(2) shall promptly deliver to the Secretary of State | for filing an amendment to the company's articles of organization to: |
(A) state that the company has no members; (B) state that the person has been appointed | pursuant to this subsection to wind up the company; and |
(C) provide the mailing addresses of the person. (e) The circuit court may order judicial supervision of the winding up of a dissolved limited liability company, including the appointment of a person to wind up the company's business: (1) on application of a member, if the applicant | establishes good cause; |
(2) on the application of a transferee, if: (A) the company does not have any members; (B) the legal representative of the last person | to have been a member declines or fails to wind up the company's business; and |
(C) within a reasonable time following the | dissolution a person has not been appointed pursuant to subsection (d); or |
(3) in connection with a proceeding under | subdivision (4) of subsection (a) of Section 35-1. |
(Source: P.A. 99-637, eff. 7-1-17.)
Notes of Decisions
Cited in 9
cases (5 in the last 5 years), 2017–2025 · leading case: George Asimah v. CBL & Assocs. Mgmt., Inc., 103 F.4th 1257 (7th Cir. 2024).
George Asimah v. CBL & Assocs. Mgmt., Inc., 103 F.4th 1257 (7th Cir. 2024). “The district court dismissed the amended complaint as untimely because, although Illinois law allows a dissolved LLC a “reasonable time” to wind up its business, 805 ILCS 180/35-4(c), AsymaDesign had not even begun to lit- igate until almost five years after its dissolution,…”
Sienna Court Condo. Ass'n v. Champion Aluminum Corp., 2017 IL App (1st) 143364 (Ill. App. Ct. 2017). “) 805 ILCS 180/35-4(c) (West 2014). 4 None of the parties contends that either subsection (b) or (c) of section 35-3 of the Act is implicated in this case.”
Sienna Court Condo. Ass'n v. Champion Aluminum Corp., 2017 IL App (1st) 143364 (Ill. App. Ct. 2017). “) 805 ILCS 180/35-4(c) (West 2014). ¶ 106 Notwithstanding its July 2010 dissolution, Roszak contends that it maintained legal capacity to sue in February 2014 by taking an expansive view of the scope and duration of its “winding up” process.”
Sienna Court Condo. Ass'n v. Champion Aluminum Corp., 2017 IL App (1st) 143364 (Ill. App. Ct. 2017). “) 805 ILCS 180/35-4(c) (West 2014). ¶ 106 Notwithstanding its July 2010 dissolution, Roszak contends that it maintained legal capacity to sue in February 2014 by taking an expansive view of the scope and duration of its “winding up” process.”
Casas v. Ferrarini, 2024 IL App (1st) 220511-U (Ill. App. Ct. 2024). “Plaintiff’s complaint contained claims for a declaratory judgment (count I), a judicial supervision of the dissolution and windup of FerCas pursuant to 805 ILCS 180/35-4 (Count II); an accounting (count III); breach of contract (count IV); breach of fiduciary duty (count V); and…”
Kodryan v. Lukasewicz, 2023 IL App (1st) 231280-U (Ill. App. Ct. 2023). “Lukaszewicz opposed the appointment 1 Pursuant to 805 ILCS 180/35-4(e) (West 2020), a “circuit court may order judicial supervision of the winding up of a dissolved limited liability company, including the appointment of a person to wind up the company’s business.”
Roger v. Cooper Technica, Inc. (N.D. Ill. 2019). “Moreover, Cooper asserts ultra vires against the Assignment because it occurred after RBS ceased to operate as a corporation, which would not be subject to this statute.”
Asimah v. CBL Props. (N.D. Ill. 2023). “But the Illinois Supreme Court reversed and remanded the case on other grounds, and the Appellate Court’s analysis of a reasonable time period under 805 ILCS 180/35-4(c) appears to still be good law.”
Wolfson v. Dugout Northbrook, LLC, 2025 IL App (1st) 232257 (Ill. App. Ct. 2025). “¶ 59 We address Knebelkamp’s first and second allegations regarding disputes of fact together, as they share a common flaw: they are both unsupported by affidavits or other evidence.”
— 805 ILCS 180/35-4(c) — 6 cases
George Asimah v. CBL & Assocs. Mgmt., Inc., 103 F.4th 1257 (7th Cir. 2024). “The district court dismissed the amended complaint as untimely because, although Illinois law allows a dissolved LLC a “reasonable time” to wind up its business, 805 ILCS 180/35-4(c), AsymaDesign had not even begun to lit- igate until almost five years after its dissolution,…”
Sienna Court Condo. Ass'n v. Champion Aluminum Corp., 2017 IL App (1st) 143364 (Ill. App. Ct. 2017). “) 805 ILCS 180/35-4(c) (West 2014). 4 None of the parties contends that either subsection (b) or (c) of section 35-3 of the Act is implicated in this case.”
Sienna Court Condo. Ass'n v. Champion Aluminum Corp., 2017 IL App (1st) 143364 (Ill. App. Ct. 2017). “) 805 ILCS 180/35-4(c) (West 2014). ¶ 106 Notwithstanding its July 2010 dissolution, Roszak contends that it maintained legal capacity to sue in February 2014 by taking an expansive view of the scope and duration of its “winding up” process.”
Sienna Court Condo. Ass'n v. Champion Aluminum Corp., 2017 IL App (1st) 143364 (Ill. App. Ct. 2017). “) 805 ILCS 180/35-4(c) (West 2014). ¶ 106 Notwithstanding its July 2010 dissolution, Roszak contends that it maintained legal capacity to sue in February 2014 by taking an expansive view of the scope and duration of its “winding up” process.”
Roger v. Cooper Technica, Inc. (N.D. Ill. 2019). “Moreover, Cooper asserts ultra vires against the Assignment because it occurred after RBS ceased to operate as a corporation, which would not be subject to this statute.”
— 805 ILCS 180/35-4(e) — 1 case
Kodryan v. Lukasewicz, 2023 IL App (1st) 231280-U (Ill. App. Ct. 2023). “Lukaszewicz opposed the appointment 1 Pursuant to 805 ILCS 180/35-4(e) (West 2020), a “circuit court may order judicial supervision of the winding up of a dissolved limited liability company, including the appointment of a person to wind up the company’s business.”
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