The Long Arm of Delaware’s LLC Act May Impact Your Illinois LLC’s Dissolution

Contact: Alison Constantine, Associate, Gould & Ratner
Posted Aug 1, 2019

You find yourself in a situation where you want (or need) to dissolve your limited liability company. You are in Illinois. The limited liability company is a Delaware entity. How can you effectuate the dissolution and where can you do so?

Limited liability company operating agreements often provide specific circumstances under which a limited liability company can be voluntarily dissolved, such as the unanimous consent of the members; however, if you are in a contentious situation and judicial intervention is necessary, you also have the option of pursuing an involuntary judicial dissolution. This is when the “where” becomes important. Because limited liability companies are formed under the laws of specific states, courts sitting in states other than the formation state often decline jurisdiction to dissolve the foreign entities.

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