Publications

Articles on Limited Liability Companies

LLCs are member-managed unless operating agreement specifies otherwise, all members may request records, and other extensive changes to governing law for LLCs

October
2016
Illinois Law Update
Page 18
Amendments to the Limited Liability Company Act provide that LLCs are member-managed unless their operating agreement specifies otherwise, and amendments clarify provisions regarding the duty to allow members to inspect and copy records.

Proposed legislation makes sweeping changes to the Illinois LLC Act

By Matthew Hector
July
2016
LawPulse
Page 12
Among other changes, the new law - which draws from the Revised Uniform Limited Liability Company Act - would allow LLC members and managers to waive some fiduciary duties.

Bankruptcy and the Series LLC: Can Creditors Pierce the Veil?

By John T. Wagener and Kenneth D. Peters
May
2014
Article
Page 236
The Series LLC gives sweeping liability protection to those who use it. But will it shield an umbrella entity in bankruptcy and under UCC Article 9 from liability incurred by debtor subunits?

Sole member of LLC shielded from personal liability for alleged frauds committed by LLC

March
2014
Illinois Law Update
Page 120
On December 20, 2013, the Illinois First District Appellate Court, as a matter of first impression, held that the sole member of a limited liability company (LLC) that sold a condominium unit was not personally liable for alleged frauds committed by that LLC.

Decisions, Decisions: Helping Clients Choose the Right Business Entity

By Sherwin D. Abrams
October
2013
Article
Page 530
Should your client organize as a corporation? An LLP? An LLLP? An L3C? This back-to-basics article identifies the entities and the factors to consider when choosing among them.

LLC formation in Illinois or Delaware: What’s Best for Your Client?

By Elizabeth A. Prendergast
September
2011
Article
Page 468
A look at key differences between the Illinois and Delaware LLC statutes and how they might affect hypothetical clients.

Post-Pueblo: Liability During Administrative Dissolution

By Owen R. Burgh and Terrence J. McConville
September
2011
Column
Page 476
LLC members and managers are protected from personal liability even after the LLC is involuntarily dissolved. Here's a call for change.

Recent Business Legislation and Trends: the Secretary of State’s Perspective

By Michelle Nijm and Terrence J. McConville
March
2011
Column
Page 158
Among other changes, corporate filings now need only be made with the SOS, not with counties.

Distributions By a Business Entity - Cautions for Owners and Their Counsel

By Sherwin D. Abrams
September
2010
Column
Page 484
Make sure your business clients aren't opening themselves to disgruntled claimants.

LLC Members by Default?

By Lin Hanson
June
2010
Column
Page 328
If an LLC member loses her shares, to what extent does a creditor stand in her shoes?

State authorizes creation of Low-Profit LLCs. PA 096-0126

May
2010
Illinois Law Update
Page 236
State lawmakers recently allowed for the creation of Low-Profit Limited Liability Companies (called L3Cs) for groups advancing educational or charitable purposes.

Managers’ Fiduciary Duty: Fixing the Illinois LLC Act

By Lin Hanson
September
2009
Column
Page 474
LLC members who exercise the power of a manager now owe a fiduciary duty to the company.

2009 Spring Session Roundup

By Jim Covington
August
2009
Column
Page 396
A summary of key legislation.

Helping Clients Observe Corporate Formalities

By Lin Hanson
December
2008
Column
Page 640
By helping corporate clients with minutes, meetings and more you demonstrate your business value.

Correspondence from Our Readers

October
2008
Column
Page 490
The Second and Fourteenth Amendments

Don’t Use an LLC for asset protection

By Lin Hanson
June
2008
Column
Page 314
Learn how creditors can get at an llC member's personal assets.

Puelo v Topel: the Court Got It Wrong

By Lin Hanson and Charles (Bud) W. Murdock
March
2008
Column
Page 158
Puelo wrongly held that a dissolved LLC was on the hook for liabilities incurred after the dissolution.    

LLCs and Asset Protection

By Lin Hanson
December
2007
Column
Page 662
LLCs afford clients protection from creditors, but not unlimited protection.

Does the LLC Make the Illinois Close Corporation with S Election Obsolete?

By Gail Petravick and Coleen Troutman
October
2007
Article
Page 532
The LLC has many benefits and few negatives for closely held businesses. Will it make the Subchapter S election obsolete?

Correspondence from Our Readers

March
2007
Column
Page 114
Series LLC Pitfalls.

LLC Operating Agreements

By Lin Hanson
March
2007
Column
Page 152
Written agreements allow you to define relationships among shareholders, members, and partners.

Series LLCs: Practical Pointers and Tax Implications

By Randall H. Borkus and Kimberly J. Myers
January
2007
Article
Page 22
Beware the danger in failing to properly separate assets in the series, and note unanswered tax questions.

Fair Value Redux

By Lin Hanson
June
2006
Column
Page 318
Proposed legislation would clarify LLC minority shareholders' rights and remedies.

New naming guidelines issued for limited liability companies

February
2006
Illinois Law Update
Page 68
Part 178 of Title 14, known as the Limited Liability Company Act, has been amended by the Secretary of State in two pertinent parts, effective November 28, 2005.

New naming guidelines issued for limited partnerships and limited liability partnerships

February
2006
Illinois Law Update
Page 68
The Secretary of State has amended Part 171 of Title 14, 14 Ill Adm Code 171, also known as the Uniform Limited Partnership Act. 

LLC Potpourri

By Lin Hanson
December
2005
Column
Page 646
Series LLCs are a valuable tool, but they're expensive. here are some money-saving tips.

Are series LLCs right for your clients?

By Helen W. Gunnarsson
November
2005
LawPulse
Page 558
This form of business organization, newly authorized in Illinois, can help some clients limit personal liability while enjoying certain advantages of partnership.

Limited Liability Company Act revised - PA094-0607

October
2005
Illinois Law Update
Page 506
Effective August 16, 2005, the Limited Liability Company Act (805 ILCS 180) (Act) is revised by altering section 50-10 and adding section 37-40.

A bouquet of business-friendly bills

By Helen W. Gunnarsson
September
2005
LawPulse
Page 438
Thanks to the Illinois General Assembly, purveyors of business advice have good news to deliver to their clients.

Planning for Business Breakups

By Lin Hanson
September
2005
Column
Page 482
Pre-planning helps make endings happy – or at least less unhappy.  

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