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    Need to Modify LLC Members in IL
    Hi,
    My son, father and I just started and LLC in Illinois (established 10/5/2016). At the advice of our accountant, we were told that we should remove my father and myself from the LLC as we are just investors and have only LLC member be my son. SOS Illinois is confusing as to what forms to use to file these changes. I believe I need to file two forms:
    1) Statement of Change of Registered Agent (LLC-1.36/1.37). This will change the name of the registered agent from me to my son
    2) Amended Application for Admission (LLC 45.25). This will be used to remove two members

    Does this seem right to those of you who understand this stuff? I can find instructions, but some of them seem wrong.
    Thank You


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    1. Determine if there’s a procedure for involuntarily withdrawing members contained in the LLC’s articles of organization or operating agreement. An articles of organization are the documents filed with a state agency that permit the creation of an LLC.

    2. Utilize the voting procedure contained in the articles of organization or operating agreement.

    3. Arrange to have the member submit written notice of resignation to the LLC. If the member is willing to withdraw from the LLC, her written notice of withdrawal still entitles the member to a share of profits and assets earned by the LLC prior to her withdrawal.

    4. Offer a buyout if the member is unwilling to withdraw and there is no procedure for removing a member. The provisions of the ULLCA allow a member to assign his interest in the LLC to another individual or business.

    5. Petition for judicial dissolution of the LLC if a member is unwilling to withdraw and management of the LLC has become impossible. The ULLCA allows a member of the LLC to petition a court for judicial dissolution if it is not reasonably practical to carry on the business operations of the LLC. A breakdown and stalemate between LLC members can be an event sufficient to frustrate the business purposes of the LLC.


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