ILCS » Chapter 805 · Act 180
Illinois Compiled Statutes

805 ILCS 180/35-45 (2026)

Events causing member's dissociation

✓ current as of May 2026
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(805 ILCS 180/35-45)
    Sec. 35-45. Events causing member's dissociation. A member is dissociated from a limited liability company upon the occurrence of any of the following events:
        (1) The company's having notice of the member's
    
express will to dissociate upon the date of notice or on a later date specified by the member.
        (2) An event agreed to in the operating agreement as
    
causing the member's dissociation.
        (3) Upon transfer of all of a member's distributional
    
interest, other than a transfer for security purposes or a court order charging the member's distributional interest that has not been foreclosed.
        (4) The member's expulsion pursuant to the operating
    
agreement.
        (5) The member's expulsion by unanimous vote of the
    
other members if:
            (A) it is unlawful to carry on the company's
        
business with the member;
            (B) there has been a transfer of substantially
        
all of the member's distributional interest, other than a transfer for security purposes or a court order charging the member's distributional interest that has not been foreclosed;
            (C) within 90 days after the company notifies a
        
corporate member that it will be expelled because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, the member fails to obtain a revocation of the certificate of dissolution or a reinstatement of its charter or its right to conduct business; or
            (D) a partnership or a limited liability company
        
that is a member has been dissolved and its business is being wound up.
        (6) On application by the company or another member,
    
the member's expulsion by judicial determination because the member:
            (A) engaged in wrongful conduct that adversely
        
and materially affected the company's business;
            (B) willfully or persistently committed a
        
material breach of the operating agreement or of a duty owed to the company or the other members under Section 15-3; or
            (C) engaged in conduct relating to the company's
        
business that makes it not reasonably practicable to carry on the business with the member.
        (7) The member's:
            (A) becoming a debtor in bankruptcy;
            (B) executing an assignment for the benefit of
        
creditors;
            (C) seeking, consenting to, or acquiescing in the
        
appointment of a trustee, receiver, or liquidator of the member or of all or substantially all of the member's property; or
            (D) failing, within 90 days after the
        
appointment, to have vacated or stayed the appointment of a trustee, receiver, or liquidator of the member or of all or substantially all of the member's property obtained without the member's consent or acquiescence, or failing within 90 days after the expiration of a stay to have the appointment vacated.
        (8) In the case of a member who is an individual:
            (A) the member's death;
            (B) the appointment of a guardian or general
        
conservator for the member; or
            (C) a judicial determination that the member has
        
otherwise become incapable of performing the member's duties under the operating agreement.
        (9) In the case of a member that is a trust or is
    
acting as a member by virtue of being a trustee of a trust, distribution of the trust's entire rights to receive distributions from the company, but not merely by reason of the substitution of a successor trustee.
        (10) In the case of a member that is an estate or is
    
acting as a member by virtue of being a personal representative of an estate, distribution of the estate's entire rights to receive distributions from the company, but not merely the substitution of a successor personal representative.
        (11) Termination of the existence of a member if the
    
member is not an individual, estate, or trust other than a business trust.
        (12) In the case of a company that participates in a
    
merger under Article 37, if:
            (A) the company is not the surviving entity; or
            (B) otherwise as a result of the merger, the
        
person ceases to be a member.
        (13) The company participates in a conversion under
    
the Entity Omnibus Act.
        (14) The company participates in a domestication
    
under the Entity Omnibus Act, if, as a result, the person ceases to be a member.
(Source: P.A. 100-561, eff. 7-1-18; 101-553, eff. 1-1-20.)

    
Notes of Decisions
Cited in 13 cases (7 in the last 5 years), 2011–2025 · leading case: Hohlbaugh v. Hohlbaugh, 2025 IL App (5th) 240826-U (Ill. App. Ct. 2025).
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Hohlbaugh v. Hohlbaugh, 2025 IL App (5th) 240826-U (Ill. App. Ct. 2025). · cites it 11× “The plaintiff asserted that under section 35-45 of the Limited Liability Company Act (Act) (805 ILCS 180/35-45 (West 2002)), Kevin was not dissociated as a member of KBK, until his death, and therefore Kevin’s one-third interest in KBK was transferred to his estate.”
McManus v. Richards, 2018 IL App (3d) 170055 (Ill. App. Ct. 2018). “¶ 24 To that end, we are guided by subsection 35-45(6) of the Limited Liability Company Act (Act) ( 805 ILCS 180/35-45(6) (West 2016) ). That section delineates events that may result in a member's involuntary expulsion by the court.”
Tsai v. Karlik, 2021 IL App (1st) 182200-U (Ill. App. Ct. 2021). · cites it 3× ““In short, the list of Defendants’ wrongful acts is shockingly long and more than warrants expulsion from 15BI pursuant to 805 ILCS 180/35-45(6).” Thus, the court dissociated KBI as a member and the manager of 15BI pursuant to section 35-45(6) of the LLC Act (805 ILCS…”
Barus v. Siurek, 2021 IL App (2d) 200209-U (Ill. App. Ct. 2021). · cites it 2× “In the initial complaint, Barus sought to have Siurek’s trust dissociated as a member of RSN (see 805 ILCS 180/35-45 (West 2010)), or, alternatively, the appointment of a receiver to resolve the deadlock between the partners (see 735 ILCS 5/2-415 (West 2010)).”
Barus v. Siurek, 2021 IL App (2d) 200210-U (Ill. App. Ct. 2021). · cites it 3× “Barus sought to have Siurek’s trust dissociated as a member of RSTW (see 805 ILCS 180/35-45 (West 2010)), or, alternatively, the appointment of a receiver (see 735 ILCS 5/2-415 (West 2010)).”
Daniel v. Ripoli, 2015 IL App (1st) 122607 (Ill. App. Ct. 2015). “See 805 ILCS 180/35-45(8)(A) (West 1998). The estate cites to no authority allowing actions against individual members of an LLC by a member's estate.”
Damaschke v. Mick, 2021 IL App (1st) 210101-U (Ill. App. Ct. 2021). · cites it 2× “See 805 ILCS 180/35-45(6) (West 2020) (setting out three grounds for a member's expulsion by judicial determination).”
Harris v. Martin, 2022 IL App (1st) 220722-U (Ill. App. Ct. 2022). “The complaint consisted of four counts, including (1) judicial disassociation under 805 ILCS 180/35-45(6) (West 2020), (2) conversion, (3) breach of fiduciary duties, and (4) fraudulent inducement related to the -4- No.”
Brodsky v. Blake (N.D. Ill. 2018). “” 805 ILCS 180/35-45(7)(C). Setting aside conclusory allegations, the Complaint claims that Mrs.”
Riley N Craig (Bankr. C.D. Ill. 2023). “DeVore claimed that he did not 4 The complaint actually cited 805 ILCS 180/35-45(6)(A) but referred to the substance of subsection (7)(A).”
Daniel v. Ripoli, 2015 IL App (1st) 122607 (Ill. App. Ct. 2015). “See 805 ILCS 180/35-45(8)(A) (West 1998). The estate cites to no authority allowing actions against individual members of an LLC by a member's estate.”
Tully v. McLean (Ill. App. Ct. 2011). “) 805 ILCS 180/35-45(6) (West 2008). Citing section 35-45(6), the court found PAM had “(A) engaged in wrongful conduct that adversely and materially affected the 14 1-09-2976 company’s business; (B) willfully and persistently committed a material breach of the operating…”
Show all 13 citing cases →
— 805 ILCS 180/35-45(1) — 1 case
Hohlbaugh v. Hohlbaugh, 2025 IL App (5th) 240826-U (Ill. App. Ct. 2025). “The plaintiff asserted that under section 35-45 of the Limited Liability Company Act (Act) (805 ILCS 180/35-45 (West 2002)), Kevin was not dissociated as a member of KBK, until his death, and therefore Kevin’s one-third interest in KBK was transferred to his estate.”
— 805 ILCS 180/35-45(2) — 1 case
Hohlbaugh v. Hohlbaugh, 2025 IL App (5th) 240826-U (Ill. App. Ct. 2025). “The plaintiff asserted that under section 35-45 of the Limited Liability Company Act (Act) (805 ILCS 180/35-45 (West 2002)), Kevin was not dissociated as a member of KBK, until his death, and therefore Kevin’s one-third interest in KBK was transferred to his estate.”
— 805 ILCS 180/35-45(5) — 1 case
Hohlbaugh v. Hohlbaugh, 2025 IL App (5th) 240826-U (Ill. App. Ct. 2025). “The plaintiff asserted that under section 35-45 of the Limited Liability Company Act (Act) (805 ILCS 180/35-45 (West 2002)), Kevin was not dissociated as a member of KBK, until his death, and therefore Kevin’s one-third interest in KBK was transferred to his estate.”
— 805 ILCS 180/35-45(6) — 6 cases
McManus v. Richards, 2018 IL App (3d) 170055 (Ill. App. Ct. 2018). “¶ 24 To that end, we are guided by subsection 35-45(6) of the Limited Liability Company Act (Act) ( 805 ILCS 180/35-45(6) (West 2016) ). That section delineates events that may result in a member's involuntary expulsion by the court.”
Tsai v. Karlik, 2021 IL App (1st) 182200-U (Ill. App. Ct. 2021). ““In short, the list of Defendants’ wrongful acts is shockingly long and more than warrants expulsion from 15BI pursuant to 805 ILCS 180/35-45(6).” Thus, the court dissociated KBI as a member and the manager of 15BI pursuant to section 35-45(6) of the LLC Act (805 ILCS…”
Damaschke v. Mick, 2021 IL App (1st) 210101-U (Ill. App. Ct. 2021). “See 805 ILCS 180/35-45(6) (West 2020) (setting out three grounds for a member's expulsion by judicial determination).”
Harris v. Martin, 2022 IL App (1st) 220722-U (Ill. App. Ct. 2022). “The complaint consisted of four counts, including (1) judicial disassociation under 805 ILCS 180/35-45(6) (West 2020), (2) conversion, (3) breach of fiduciary duties, and (4) fraudulent inducement related to the -4- No.”
Tully v. McLean (Ill. App. Ct. 2011). “) 805 ILCS 180/35-45(6) (West 2008). Citing section 35-45(6), the court found PAM had “(A) engaged in wrongful conduct that adversely and materially affected the 14 1-09-2976 company’s business; (B) willfully and persistently committed a material breach of the operating…”
— 805 ILCS 180/35-45(6)(A) — 1 case
Riley N Craig (Bankr. C.D. Ill. 2023). “DeVore claimed that he did not 4 The complaint actually cited 805 ILCS 180/35-45(6)(A) but referred to the substance of subsection (7)(A).”
— 805 ILCS 180/35-45(7)(C) — 1 case
Brodsky v. Blake (N.D. Ill. 2018). “” 805 ILCS 180/35-45(7)(C). Setting aside conclusory allegations, the Complaint claims that Mrs.”
— 805 ILCS 180/35-45(8) — 1 case
Hohlbaugh v. Hohlbaugh, 2025 IL App (5th) 240826-U (Ill. App. Ct. 2025). “The plaintiff asserted that under section 35-45 of the Limited Liability Company Act (Act) (805 ILCS 180/35-45 (West 2002)), Kevin was not dissociated as a member of KBK, until his death, and therefore Kevin’s one-third interest in KBK was transferred to his estate.”
— 805 ILCS 180/35-45(8)(A) — 2 cases
Daniel v. Ripoli, 2015 IL App (1st) 122607 (Ill. App. Ct. 2015). “See 805 ILCS 180/35-45(8)(A) (West 1998). The estate cites to no authority allowing actions against individual members of an LLC by a member's estate.”
Daniel v. Ripoli, 2015 IL App (1st) 122607 (Ill. App. Ct. 2015). “See 805 ILCS 180/35-45(8)(A) (West 1998). The estate cites to no authority allowing actions against individual members of an LLC by a member's estate.”
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