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LLCs, Corporations, and Operating Agreements

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By

ACL

The short answer

LLCs and corporations both limit owners’ personal liability. An LLC is governed mainly by its operating agreement; a corporation by its bylaws, shareholder agreements, and the Business Corporation Act. When documents are silent, Illinois default rules fill the gaps.

Where it fits in your case

In nearly every ownership dispute, because the governing documents set the rules.

What to expect

  • Management. An LLC can be member-managed or manager-managed, which affects who decides and who owes fiduciary duties.

  • Operating agreements can set voting, distributions, transfers, and exit terms.

  • Exit restrictions. Illinois default rules give departing LLC members limited rights, so the agreement usually controls.

  • Corporations separate shareholders, directors, and officers, each with different roles.

What we need from you

Articles of organization or incorporation, the operating agreement or bylaws, amendments, and any shareholder agreements.

Common misconceptions

  • “We never signed an operating agreement, so there are no rules.” Illinois default rules apply.

  • “Owners can always cash out.” Often only under the agreement’s terms.

This resource provides general information about Illinois and federal law, not legal advice about your situation. Reading it does not create an attorney-client relationship. The right answer often depends on the specific facts, contract language, policy wording, and deadlines involved.

ALLISONCHOLAW / BUSINESS LITIGATION & COUNSEL

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