ILCS » Chapter 805 · Act 180
Illinois Compiled Statutes

805 ILCS 180/35-55 (2026)

Effect of member's dissociation

✓ current as of May 2026
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(805 ILCS 180/35-55)
    Sec. 35-55. Effect of member's dissociation.
    (a) Upon a member's dissociation from a limited liability company:
        (1) the member's right to participate in the
    
management and conduct of the company's business terminates, except as otherwise provided in Section 35-4, and the member ceases to be a member and is treated the same as a transferee of a member;
        (2) the member's fiduciary duties terminate, except
    
as provided in subdivision (3) of this subsection (a);
        (3) the member's duty of loyalty under subdivisions
    
(1) and (2) of subsection (b) of Section 15-3 and duty of care under subsection (c) of Section 15-3 continue only with regard to matters arising and events occurring before the member's dissociation, unless the member participates in winding up the company's business pursuant to Section 35-4; and
        (4) subject to Section 30-25 and Article 37, any
    
distributional interest owned by the person immediately before dissociation in the person's capacity as a member is owned by the person solely as a transferee.
    (b) A person's dissociation as a member of a limited liability company does not of itself discharge the person from any debt, obligation, or other liability to the company or the other members which the person incurred while a member.
(Source: P.A. 99-637, eff. 7-1-17.)

    
Notes of Decisions
Cited in 4 cases (3 in the last 5 years), 2020–2025 · leading case: Flynn v. Maschmeyer, 2020 IL App (1st) 190784 (Ill. App. Ct. 2020).
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Flynn v. Maschmeyer, 2020 IL App (1st) 190784 (Ill. App. Ct. 2020). · cites it 2× “See 805 ILCS 180/35-55 (West 2018). The parties do not dispute that the preamendment version governs the instant litigation.”
Tsai v. Karlik, 2021 IL App (1st) 182200-U (Ill. App. Ct. 2021). · cites it 7× “) 805 ILCS 180/35-55 (West 2016). ¶ 46 However, the legislature amended section 35-55 in 2017 so that when the trial court entered its judgment in this case on September 14, 2018, the requirement to purchase the distributional interest of a disassociated member had been…”
Hohlbaugh v. Hohlbaugh, 2025 IL App (5th) 240826-U (Ill. App. Ct. 2025). “See 805 ILCS 180/35-55 (West 2020). Upon Kevin’s death, his estate, as transferee, was entitled to receive the distributions to which Kevin would have been entitled.”
Riley N Craig (Bankr. C.D. Ill. 2023). “805 ILCS 180/35-55(a). And he also wholly failed to consider that nothing in Illinois law provides, or could provide, that a statutory dissociation may be enforced despite the existence of a bankruptcy automatic stay.”
805 ILCS 180/35-55(a): 2 cases
Flynn v. Maschmeyer, 2020 IL App (1st) 190784 (Ill. App. Ct. 2020). “See 805 ILCS 180/35-55 (West 2018). The parties do not dispute that the preamendment version governs the instant litigation.”
Riley N Craig (Bankr. C.D. Ill. 2023). “805 ILCS 180/35-55(a). And he also wholly failed to consider that nothing in Illinois law provides, or could provide, that a statutory dissociation may be enforced despite the existence of a bankruptcy automatic stay.”
805 ILCS 180/35-55(a)(1): 1 case
Tsai v. Karlik, 2021 IL App (1st) 182200-U (Ill. App. Ct. 2021). “) 805 ILCS 180/35-55 (West 2016). ¶ 46 However, the legislature amended section 35-55 in 2017 so that when the trial court entered its judgment in this case on September 14, 2018, the requirement to purchase the distributional interest of a disassociated member had been…”
805 ILCS 180/35-55(a)(4): 1 case
Tsai v. Karlik, 2021 IL App (1st) 182200-U (Ill. App. Ct. 2021). “) 805 ILCS 180/35-55 (West 2016). ¶ 46 However, the legislature amended section 35-55 in 2017 so that when the trial court entered its judgment in this case on September 14, 2018, the requirement to purchase the distributional interest of a disassociated member had been…”
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