HB4361 Summary

• Comprehensively amends Illinois Limited Liability Company Act to modernize governance, management, and operational provisions including changes to member-managed vs. manager-managed company designations and operating agreement requirements.

• Revises member admission, information rights, and dissociation procedures; allows operating agreements to be oral, implied, or in any combination, and eliminates statute of frauds requirements for operating agreements.

• Establishes new provisions for conversions, mergers, and domestications of LLCs with other business entities, including detailed filing and approval requirements; adds restrictions requiring consent from members facing personal liability in merger/conversion transactions.

• Updates fiduciary duty provisions to allow operating agreements to restrict or eliminate fiduciary duties (except care and good faith duties) through clear and unambiguous language, and permits authorization of conflicted transactions through specified procedures.

• Makes technical changes including renaming "dissolution" to "termination," establishing statement of authority procedures for member/manager authority, and revising fees for various filings including reduced fees for statement of termination ($25 instead of $100); effective July 1, 2017.