In this Article:
     “Constituent limited liability company” means a constituent organization that is a limited liability company.

Terms Used In Illinois Compiled Statutes 805 ILCS 180/37-5

  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Statute: A law passed by a legislature.

     “Constituent organization” means an organization that is party to a merger.
     “Governing statute” means the statute that governs an organization’s internal affairs.
     “Organization” means a general partnership, including a limited liability partnership, limited partnership, including a limited liability limited partnership, limited liability company, business trust, corporation, or any other person having a governing statute. The term includes a domestic or foreign organization regardless of whether organized for profit.
     “Organizational document” means:
         (1) for a domestic or foreign general partnership,
    
its partnership agreement;
        (2) for a limited partnership or foreign limited
    
partnership, its certificate of limited partnership and partnership agreement;
        (3) for a domestic or foreign limited liability
    
company, its certificate or articles of organization and operating agreement, or comparable records as provided in its governing statute;
        (4) for a business trust, its agreement of trust and
    
declaration of trust;
        (5) for a domestic or foreign corporation for
    
profit, its articles of incorporation, bylaws, and any agreements among its shareholders which are authorized by its governing statute, or comparable records as provided in its governing statute; and
        (6) for any other organization, the basic records
    
that create the organization and determine its internal governance and the relations among the persons that own it, have an interest in it, or are members of it.
    “Personal liability” means liability for a debt, obligation, or other liability of an organization which is imposed on a person that co-owns, has an interest in, or is a member of the organization:
         (1) by the governing statute solely by reason of the
    
person co-owning, having an interest in, or being a member of the organization; or
        (2) by the organization’s organizational documents
    
under a provision of the governing statute authorizing those documents to make one or more specified persons liable for all or specified debts, obligations, or other liabilities of the organization solely by reason of the person or persons co-owning, having an interest in, or being a member of the organization.
    “Surviving organization” means an organization into which one or more other organizations are merged, whether the organization preexisted the merger or was created by the merger.
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