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List of Forms by Chapter - Chapter 1 — Overview
- Chapter 2 — Introduction to and Background of Illinois Limited Liability Companies
- I. [2.1] Introduction
- II. [2.2] What Is a Limited Liability Company?
- III. [2.3] Origin and Development of the Limited Liability Company
- IV. [2.4] History of the Limited Liability Company Act
- V. [2.5] Advantages over Other Forms of Business
- VI. [2.6] Organization of This Handbook
- VII. [2.7] Limited Liability Company Organization Checklist
- Chapter 3 — Organizing an Illinois Limited Liability Company
- I. [3.1] Introduction
-
II. Choice of Entity: Industry, Tax, Liability, Control, and Distribution Issues - [3.2] For-Profit and General Nonprofit Business and Other Organization Types
- [3.3] State of Illinois Tax Rates, Organizational Filing Fees, Legal Characteristics by Type of Business Entity, or Non-Entity Operation
- Federal Tax on Earnings; Miscellaneous Entity Types
- Subchapter C Corporations
- [3.4] In General
- [3.5] Double Taxation
- Federal Tax Rates on Entity Income
- [3.6] In general
- [3.7] Personal service corporations
- [3.8] Taxation of corporate distributions
- Choice of Entity and Entity-Level Tax Rates
- [3.9] Choice of entity follows industry norms
- Investor tax needs or investment type determinants for entity-level tax rates
- [3.10] Venture-backed startups
- [3.11] Publicly traded companies
- [3.12] Entities Taxed as Partnerships; Limited Liability Companies not Electing Corporation Status, Limited Partnerships, Registered Limited Liability Partnerships
- [3.13] Subchapter S Corporation Income
- [3.14] For-Profit or Nonprofit Purposes Permitted for Illinois Limited Liability Companies
- [3.15] Client Organizational Issues by Size of Business
- [3.16] Securities Registration and Liability
- [3.17] Sole Practitioner of Law
- [3.18] Two Investors
- [3.19] Software Company
- [3.20] Corporate Group
- State Tax Planning
- [3.21] In General
- [3.22] State Sales Taxes — Constitutional Limits
- [3.23] Unitary Business Groups
- III. Organizational Filings and Forms Needed
- [3.24] Limited Liability Company Organization and Tax Registration
- [3.25] Regulated Entity Compliance Certificates
- Not-for-Profit Organizations
- [3.26] Charitable Trusts Registration and Reporting
- [3.27] Religious Organizations
- [3.28] Tax Exemption
- [3.29] Federal Income Tax Exemption
- [3.30] Religious Organization Exemptions
- [3.31] Political Organization Exemptions
- [3.32] Sales Tax Exemption
- [3.33] Property Tax Exemption
- [3.34] Local Registration and Permits
- IV. For-Profit Entity Tax Incidence
- [3.35] Tax Planning
- [3.36] Federal and State Income Tax
- [3.37] Filings Needed To Obtain Specific Federal Tax Treatments
- Status Available Without Election Filings
- [3.38] Disregarded Entity
- [3.39] Limited Liability Company Taxed as a Partnership
- [3.40] Limited Partnership Limited Liability Company
- [3.41] Entity Status Requiring Election or IRS Qualification Decisions
- [3.42] S Corporation Status
- [3.43] C Corporation Status
- [3.44] Limited Liability Companies Pay No Illinois Franchise Tax
- V. [3.45] Self-Employment Tax
- VI. Liability Limitation
- VII. Control and Management
- VIII. [3.59] Pre-Organization Agreement
- IX. [3.60] Reservation of Name
- X. Articles of Organization
- [3.61] In General
- [3.62] Filing Form LLC-5.5
- [3.63] Question 1 — Limited Liability Company Name
- [3.64] Question 2 — Address of Limited Liability Company’s Principal Place of Business
- [3.65] Question 3 — Date That Articles of Organization Are Effective
- [3.66] Question 4 — Registered Agent’s Name and Registered Office Address
- [3.67] Question 5 — Purposes for Which Limited Liability Company Is Organized
- [3.68] Questions 6 and 7 — Dissolution
- [3.69] Question 8(a) — Management by Managers
- [3.70] Question 8(b) — Management by Members
- [3.71] Question 9 — Affirmation
- [3.72] Other Provisions for Regulation of Internal Affairs of Limited Liability Company
- [3.73] Transacting Business Under Assumed Name
- XI. Tax Registration
- XII. Appendix
- Chapter 4 — Limited Liability Company Operating Agreements
- I. [4.1] General Description and Function
- II. [4.2] Comparison to Partnership Agreements and Corporate Bylaws
- III. [4.3] Restriction on Operating Agreement Provisions
- IV. [4.4] Default Rules
- [4.5] Admission of New Members
- [4.6] Right to Information
- [4.7] Management
- [4.8] Standards of Member’s and Manager’s Conduct
- [4.9] Member’s and Manager’s Rights to Payments and Reimbursement
- [4.10] Actions by Members
- [4.11] Member’s Liability for Contributions
- [4.12] Sharing of Profits and Losses
- [4.13] Sharing of Distributions
- [4.14] Timing of and Limitations on Interim Distributions and Related Claims
- [4.15] Dissociation
- [4.16] Member’s Right To Withdraw Voluntarily; Effects of Dissociation
- [4.17] Distributions Following Dissociation
- [4.18] Form of Distributions
- [4.19] Transfer of Interest
- [4.20] Dissolution
- [4.21] Distribution of Assets upon Dissolution
- [4.22] Limited Liability Audit Rules
- V. [4.23] Series Limited Liability Companies
- VI. [4.24] List of Provisions for Operating Agreement
- VII. Appendix — Sample Forms
- Chapter 5 — Illinois Limited Liability Company Operating and Maintenance Issues
- I. [5.1] Introduction
- II. Management Structure and General Operating Topics
- [5.2] Member-Managed Limited Liability Company Default Rules
- [5.3] Manager-Managed Limited Liability Company Default Rules
- [5.4] Modification of the Default Rules
- [5.5] Meeting and Voting Requirements
- [5.6] Officers
- [5.7] Agency Authority and Agent’s Obligations
- [5.8] General Standards of Conduct
- [5.9] Liability of Members and Managers
- [5.10] Theory of Incorporation
- [5.11] Artificial Entity with Liabilities Separate from Those of Owners
- [5.12] Bankruptcy Exception to Asset Protection for Owners of Business Entities
- [5.13] Organization Tax Liabilities May Not Extend to Owners
- [5.14] Environmental Liabilities and Other Regulatory Responsibilities
- [5.15] Disregarding the Entity
- [5.16] Reverse Veil-Piercing
- [5.17] Veil-Piercing Theory and Dominant Lenders
- [5.18] Liability for Board Members or General Partner Directors
- [5.19] Fraudulent Transfer Challenges
- [5.20] Indemnification
- [5.21] Right of Inspection
- [5.22] Single-Member Limited Liability Companies
- [5.23] Low-Profit Limited Liability Companies
- [5.24] Dissolution and Winding Up
- III. Election and Compensation of Managers
- IV. Proper Election of Management Structure
- V. [5.29] Secretary of State Information
- Chapter 6 — Liability of Members and Managers in Limited Liability Companies, Including Breach of Fiduciary Duties
- I. [6.1] Scope of Chapter
- II. Sources of Liability
- [6.2] Liability for Personal Conduct
- Liability Predicated on Agency Considerations, Particularly Involving Undisclosed or Partially Disclosed Principals; Promoter’s Liability
- [6.3] Agency Liability
- [6.4] Promoter’s Liability
- [6.5] Liability for Improper Distributions
- [6.6] Liability Arising Out of Dissolution
- III. [6.7] Piercing the Limited Liability Company Veil
- IV. Fiduciary Duties
- [6.8] Fiduciary Duties in General
- [6.9] Limited Liability Company Act Provisions Regarding Fiduciary Duties
- [6.10] Fiduciary Duties Owed to the Limited Liability Company
- [6.11] Ratification
- [6.12] Fiduciary Duties Owed to Members
- [6.13] Fiduciary Duties Owed to Creditors
- [6.14] Oppression
- [6.15] Defining and Limiting Fiduciary Duties
- V. [6.16] Liability Arising from the Securities Laws
- VI. [6.17] Charging Orders Against Members
- VII. [6.18] Derivative Actions
- VIII. [6.19] Special Litigation Committee
- Chapter 7 — Capital Structure and Membership Interests
- I. [7.1] Scope of Chapter
- II. Contributions
- III. Distributions
- [7.5] Agreement as to Allocation
- [7.6] Default Provision
- [7.7] Interim Distributions
- [7.8] Right to Distribution
- [7.9] Distribution in Kind
- Limitations on and Liability for Improper Distributions
- [7.10] Liability
- [7.11] Definition of “Improper Distribution”
- [7.12] Right of Contribution
- [7.13] Statute of Limitations for Liability
- [7.14] Barring Any Known Claims
- IV. Membership Interest
- Chapter 8 — Uses for Limited Liability Companies
- I. [8.1] Introduction
- II. Versatile Entity Form Creates Many Uses
- III. [8.8] Common and Specific Uses for Limited Liability Companies
- [8.9] Liability Protection in General
- [8.10] Ease of Isolating and Organizing Assets and Operations
- [8.11] High-Risk Businesses
- [8.12] Real Estate
- [8.13] Property Acquisition
- [8.14] Property Management
- Estate Planning
- [8.15] Efficient Method for Operating and Transferring Family Assets
- [8.16] Life Insurance
- [8.17] Joint Business Opportunities
- [8.18] Certifications
- [8.19] General Certification Requirements
- [8.20] Women’s Business Enterprises
- [8.21] Minority Business Enterprises
- [8.22] Veteran Business Enterprises
- [8.23] Disadvantaged Business Enterprises
- [8.24] Operating Agreement Requirements
- [8.25] Low-Profit Limited Liability Company
- IV. [8.26] Prohibited and Uncertain Limited Liability Company Uses
- V. [8.32] Conclusion
- Chapter 9 — Working with Limited Liability Companies
- I. [9.1] Scope of Chapter
- II. Conversion of an Existing Entity to or from a Limited Liability Company
- [9.2] Overview
- Conversion of an Existing Entity to or from a Limited Liability Company
- [9.3] Considerations Under the Entity Omnibus Act
- Tax Considerations
- [9.4] Limited Liability Companies Are Taxed as Partnerships or Disregarded Unless They Elect To Be Taxed as Corporations
- Partnerships Convert to Limited Liability Companies Taxed as Partnerships Without Incurring Capital Gains or Other New Federal Tax Liability
- [9.5] General partnership or limited partnership to limited liability companies taxed as a partnership with partner and member rights and liabilities not changed
- [9.6] If liabilities of general or limited partners change when converted to memberships, gain may be recognized
- [9.7] Partnership to single-member limited liability company
- [9.8] Partnership to limited liability company taxed as a corporation
- Conversion of an Existing Corporation to a Limited Liability Company
- [9.9] Considerations Under the Business Corporation Act of 1983
- [9.10] Tax Considerations
- [9.11] Tax Principles of Corporate Liquidation
- [9.12] Consequences of Corporate Liquidation
- [9.13] Liquidation of a C corporation
- [9.14] Liquidation of an S corporation
- [9.15] Special Circumstances
- [9.16] Alternatives to Outright Conversion
- [9.17] Mirror Limited Liability Company
- Corporate Freeze
- [9.18] In general
- [9.19] Tax considerations
- [9.20] Special concerns involving an S corporation freeze
- Merger of an Illinois Limited Liability Company with or into an Existing Entity
- [9.21] Considerations Under the Entity Omnibus Act
- [9.22] Tax Considerations
- III. Bankruptcy Law and Creditors’ Rights Issues
- [9.23] Treatment of an Illinois Limited Liability Company Under the Federal Bankruptcy Code
- Creditors’ Rights Under the Limited Liability Company Act
- Against an Illinois Limited Liability Company
- [9.24] Excess Distributions
- [9.25] Claims Against a Dissolved Limited Liability Company
- [9.26] Against a Judgment Debtor’s Distributional Interest
- [9.27] Continuation of an Illinois Limited Liability Company Following a Member’s Bankruptcy
- IV. [9.28] Securities Law Issues
- V. Across-State-Border Issues
- Foreign Limited Liability Companies in Illinois
- [9.29] In General
- [9.30] Qualification of Foreign Limited Liability Companies
- [9.31] Powers of Foreign Limited Liability Companies
- [9.32] Impact of Nonqualification
- Illinois Limited Liability Companies in Other States
- [9.33] Conflict of Laws
- [9.34] State Tax Issues
- [9.35] International Tax Issues
- VI. Using Limited Liability Companies for Business Transactions
- Limited Liability Company Contracts
- [9.36] Standing To Sue
- [9.37] Illinois Jurisdiction by Agreement
- [9.38] Post-Sale Disputes Under Company Asset Purchase Agreements
- [9.39] Warranty and Fraud Claims Against Out-of-State Manufacturer
- Limited Liability Company Entity Organization for Various Industries and Tax Situations
- [9.40] Organizational Flexibility
- Limited Liability Company Use for Private Equity Funds
- [9.41] Entities Used
- [9.42] Documentation Needed for Investor Funds-Receiving Entity
- [9.43] Carried Interest Reduces or Eliminates Ordinary Income and Allows Capital-Gains Tax Liability for Fund Managers and Investors
- [9.44] Additional Resource
- [9.45] Limited Liability Company Use for Private Real Estate Investment
- Limited Liability Company for Same Uses as a Family Trust or Limited Partnership
- [9.46] Marketability and Control Discounts Reduce Taxable Transfer
- [9.47] Nontax Advantages of Family Business Entities
- Tax Regulations Applicable to Limited Partnerships or Limited Liability Company Interests Treated as Family Limited Partnerships
- [9.48] Economic substance and compliance with entity filing requirements
- [9.49] Surviving IRS challenges
- [9.50] IRS auditor questions
- [9.51] Special tax benefits for farm limited liability companies or limited partnerships
- [9.52] Limited Liability Company Tax and Entity Law Developments in 2021 and 2022
- Chapter 10 — Tax Issues
- I. [10.1] Introduction
- II. Federal Income Tax
- [10.2] Partnership Rules
- [10.3] Economic-Substance Doctrine and Step-Transaction Doctrine
- [10.4] Investment Company Issues
- [10.5] 80-Percent Test
- [10.6] Diversification Test
- [10.7] Allocations of Profits and Losses
- [10.8] Allocations of Debt
- Distributions of Cash and Property
- [10.9] Disguised Partner Sales
- [10.10] Guaranteed Payments
- [10.11] Elections
- [10.12] Mergers and Conversions
- [10.13] Internal Revenue Code §199: Qualified Production Activities Deduction
- [10.14] Partnership Tax Provisions of Troublesome Application to Limited Liability Companies
- [10.15] Application of At-Risk and Passive Loss Rules
- [10.16] Recourse and Nonrecourse Loans
- [10.17] Legal Guidance
- [10.18] Fiscal Year
- [10.19] Method of Accounting
- [10.20] Partnership Representative Provisions
- [10.21] Internal Revenue Code §108: Cancellation of Indebtedness Income
- III. Illinois State Taxes
- IV. [10.27] Self-Employment and Payroll Taxes
- VI. [10.30] Estate and Gift Taxes
- VII. Comparison of Partnerships with Other Entities
- [10.37] In General
- [10.38] Comparison with Limited Partnerships
- [10.39] Limited Liability
- [10.40] Participation in Management
- [10.41] Comparison with S Corporations
- [10.42] Relaxed Ownership Criteria
- [10.43] Advantages of Partnership Taxation
- [10.44] Step-Up in Basis
- [10.45] Internal Revenue Code §754 Election
- [10.46] Internal Revenue Code §704(b) Special Allocations
- [10.47] Absence of Election
- [10.48] Complexity of S Corporation Tax Laws
- [10.49] S Corporation Built-in Gains Tax
- [10.50] Charitable Contributions
- [10.51] Payroll Tax and Tax on Investment Income
- Comparison with C Corporations
- [10.52] Entity Level
- Owner Level
- [10.53] Owner-Employees of C Corporations
- [10.54] Employer-Provided Health Insurance
- [10.55] Internal Revenue Code §1202
- [10.56] Effective Tax Rates
- Chapter 11 — Series Limited Liability Companies
- I. [11.1] Introduction
- II. [11.2] Illinois Statute: How To Establish a Series Limited Liability Company
- III. [11.8] Filing with the Secretary of State
- IV. [11.9] Securities Law Considerations
- V. [11.10] Tax Treatment
- VI. [11.11] Risks and Questions
- VII. [11.12] Conclusion
- VIII. [11.13] Appendix — Sample Separate Series Agreement
- Chapter 12 — Insolvency Implications for the Limited Liability Company and Its Members
- I. [12.1] Scope of the Chapter
- II. [12.2] The Event of Insolvency: Guiding Principles
- III. [12.7] The Insolvent Limited Liability Company
- [12.8] The Insolvent Enterprise: Whose Business Is It Anyway?
- [12.9] Distributions to Members of an Insolvent Limited Liability Company
- [12.10] Extension of Fiduciary Duties: Creditors as Stakeholders
- [12.11] Standards for Traditional Fiduciary Duties Under Illinois Law
- [12.12] Particular Duties and Obligations
- [12.13] Manager-Managed Limited Liability Companies vs. Member-Managed Limited Liability Companies
- [12.14] Waiver of Fiduciary Duties
- [12.15] Fiduciary Duties in the Context of an Insolvent Limited Liability Company
- [12.16] Derivative Standing
- [12.17] Fraudulent Transfers Under the Illinois Uniform Fraudulent Transfer Act
- [12.18] Piercing the Entity Veil and Alter-Ego Claims
- IV. [12.19] The Insolvent Limited Liability Company Member
- V. [12.22] Out-of-Court Workout or Dissolution of the Insolvent Limited Liability Company
- VI. [12.26] The Limited Liability Company and Its Members and Managers in Bankruptcy
- [12.27] Initial Considerations for an Insolvent Debtor
- [12.28] Alternative Bankruptcy Chapters
- [12.29] Limits on a Limited Liability Company’s Eligibility To File Under Certain Bankruptcy Chapters
- [12.30] The Dissolved Limited Liability Company as a Bankruptcy Debtor
- [12.31] The Operating Agreement and “Executory Contract” Analysis
- VII. [12.32] The Limited Liability Company Debtor in a Chapter 11 Case
- [12.33] Authority To File Bankruptcy
- [12.34] Consent for Filing Required Under the Limited Liability Company Act
- [12.35] Filing Limitations Contained in the Operating Agreement
- [12.36] “Blocking Member” Provisions
- [12.37] The Single Asset Real Estate Entity
- [12.38] Designation as a Single Asset Real Estate
- [12.39] Ramifications of a Single Asset Real Estate Designation
- Fiduciary Duties of the Managers/Members of the Limited Liability Company Debtor
- [12.40] General Duties and Obligations in Chapter 11
- [12.41] The Protections of Notice to Creditors and Court Approval
- [12.42] Statutory Remedies for the Breach of Fiduciary Duties in Bankruptcy
- [12.43] The Operating Agreement in a Limited Liability Company Chapter 11 Case
- The Limited Liability Company Debtor’s Interests: Property of the Estate and the Automatic Stay
- [12.44] Statutory Framework
- [12.45] Property of the Dissolved Limited Liability Company Debtor
- [12.46] The Limited Liability Company Debtor’s Interests in Causes of Action
- [12.47] Derivative Actions
- [12.48] Assets of Nondebtor Entities: Substantive Consolidation
- [12.49] Emerging From Chapter 11: Confirmation of a Chapter 11 Plan
- [12.50] The Chapter 11 Plan
- [12.51] Statutory Minimum Requirements
- [12.52] Plan Term Issues Particularly Relevant to a Limited Liability Company Debtor
- [12.53] Confirmation of a Chapter 11 Plan
- [12.54] The Statutory Framework
- [12.55] Retention of Membership Interests: The Absolute-Priority Rule
- [12.56] Securities Exemptions
- VIII. [12.57] The Member Debtor in a Chapter 7 Case
- [12.58] The Member Debtor’s Membership Interest: Property of the Estate
- [12.59] Distributional Interests
- [12.60] Noneconomic Interests
- [12.61] Limited Liability Company Restrictions Impacting the Trustee’s Rights: Ipso Facto Provisions
- [12.62] Dissolution of the Member’s Limited Liability Company
- [12.63] Dissociation of the Member Debtor
- [12.64] Sale of the Member Debtor’s Membership Interests
- [12.65] Anti-Assignment Clauses in Executory Contracts
- [12.66] Purchase Options/Rights of First Refusal
- [12.67] The Member Debtor’s Bankruptcy Discharge and Fiduciary Duty Claims
- IX. [12.68] Conclusion
- Mark A. Carter
Mark A. Carter
Mark A. Carter is a Partner at Hinshaw & Culbertson LLP, in Chicago, where he focuses his practice on corporate transactions and business restructuring. He is a member of the American Bankruptcy Institute and the Illinois State Bar Association Business and Securities Law Section Council. Carter has also been recognized in The Best Lawyers in America® for his work in corporate law (2023 – 2026). Carter received his B.A. with high honors from the University of Illinois at Urbana-Champaign and his J.D. from the University of Illinois College of Law.
- Thomas R. Cross
Thomas R. Cross
Thomas R. Cross is a Partner at Allen Galluzzo Hevrin Leake, LLC, in Rockford, and concentrates his practice on business law, mergers and acquisitions, commercial transactions, and commercial real estate. Mr. Cross is a member of the Illinois State Bar Association and the State Bar of Wisconsin. He received his B.S. from the University of Illinois at Urbana-Champaign and his J.D. with high distinction from the University of Iowa College of Law, where he was a member and on the editorial board of the Iowa Law Review.
- Benjamin T. Davisson
Benjamin T. Davisson
Benjamin T. Davisson is an associate at Mathis, Marifian & Richter, Ltd., in Belleville, where he focuses his practice on transactions. Mr. Davisson is a member of the Madison and St. Clair County Bar Associations. He earned his B.S. from Southern Illinois University Edwardsville and his J.D. from Saint Louis University School of Law.
- Timothy S. Farber
Timothy S. Farber
Timothy S. Farberis a Partner with Troutman Pepper Locke LLP, in Chicago, and concentrates his practice in transactional and regulatory issues. Farber is a member of the Illinois State and American Bar Associations. He received his B.S. summa cum laude from the University of Missouri and his J.D. from Washington University School of Law, where he was Editor of the Washington University Law Review, formerly Washington University Law Quarterly.
- Kelly E. Hintzsche
Kelly E. Hintzsche
Kelly E. Hintzsche is an associate at Allen Galluzzo Hevrin Leake, LLC, in Rockford, and she focuses her practice on business transactions, trust and estate planning and administration, and commercial and residential real estate. Ms. Hintzsche is a member of the Illinois State and Winnebago County Bar Association. She earned her J.D. from Northern Illinois University College of Law and her B.S. from Illinois State University.
- Anthony J. Jacob
Anthony J. Jacob
Anthony J. Jacob is a Partner at Hinshaw & Culbertson LLP, in Chicago, and concentrates his practice in business law, banking and commercial finance law, real estate law, and election law. In 2013 and 2014, respectively, Jacob was appointed as a member of the investment committee for the board of trustees at the University of Illinois Chicago School of Law (formerly known as the John Marshall Law School) and as a board member at the Institute of Illinois Business Law at Chicago-Kent College of Law. He has previously chaired the Business and Securities Law Section Council of the Illinois State Bar Association. Jacob received his B.A. at Northern Illinois University and both his LL.M. and J.D. from the University of Illinois Chicago School of Law, where he was Student Publications Editor of the UIC Law Review and a member of the moot court team.
- Timothy J. Leake
Timothy J. Leake
Timothy J. Leake is a Partner at Allen Galluzzo Hevrin Leake, LLC, in Rockford, and concentrates his practice on corporate governance, business transactions, and estate planning and administration. Mr. Leake is a member of Attorneys for Family-Held Enterprises and was a recipient of the Rockford Chamber of Commerce 40 Leaders Under 40 Awards. He earned his B.A. cum laude from Luther College and his J.D. cum laude from The John Marshall Law School, where he was a member of The John Marshall Law Review, Staff Editor of the Review of Intellectual Property Law, and a member of Phi Delta Phi.
- Shawn M. McCullough
Shawn M. McCullough
Shawn M. McCullough is an associate at Harrison LLP, in Chicago, and focuses his practice on estate planning, estate and trust administration, and business succession. McCullough is a member of the Chicago Estate Planning Council and the Chicago and Illinois State Bar Associations. He is also a Certified Public Accountant. McCullough earned his B.S. from Indiana University and his J.D. from IIT Chicago-Kent College of Law.
- Charles W. Murdock
Charles W. Murdock
Charles W. Murdock is a Professor at Loyola University Chicago School of Law, where he teaches corporate and securities law. Professor Murdock is a member of the Illinois State Bar Association’s Business Law & Securities Section Council. He was involved in drafting the Business Corporation Act of 1983 and the Limited Liability Company Act. He received his B.S.Ch.E. from the Illinois Institute of Technology and his J.D. from Loyola University Chicago School of Law.
- Natalie M. Perry
Natalie M. Perry
Natalie M. Perry is a Partner at Harrison LLP, in Chicago, where she concentrates her practice in estate, gift, and income tax planning; trust and estate administration; and business succession planning matters. She is a Fellow in the American College of Trust and Estate Counsel. Her election to ACTEC resulted from and is in recognition of her professional reputation, extensive experience in the field of trusts and estates and continuing contributions to this field through speaking, writing, and bar activities. She is a frequent speaker on estate and tax planning matters and has been on the planning committee as well as a member of the faculty for the IICLE® Estate Planning Short Course for over ten years. Perry received her B.S. in accounting from Indiana University and her J.D. from the DePaul University College of Law.
- William A. Price
William A. Price
William A. Priceis an attorney in private practice at growthlaw.com, in Warrenville, and focuses his practice on business, securities, and administrative law. Mr. Price was the 2012 recipient of the ISBA Section of General Practice’s Tradition of Excellence Award. He is a member and Past Chair of the Institute of Illinois Business Laws and the Illinois State Bar Association’s Section of Business and Securities Law and Section of Administrative Law. Mr. Price helped draft the Illinois Business Corporations Act, the Illinois Limited Liability Companies Act, the Illinois Limited Partnerships Act, the Illinois Uniform Partnerships Act, and the Illinois Not for Profit Corporations Act. He earned his J.D. and M.A. from Duke University and his A.B. magna cum laude from the University of Illinois Urbana-Champaign. He was also a Fellow at Deutsche Akademische Austauschdienst Fellow, Albert-Ludwigs Universitaet, Freiburg Im Breisgau, Germany.
- Chad J. Richter
Chad J. Richter
Chad J. Richter is a Partner at Mathis, Marifian & Richter, Ltd., in Edwardsville, where he focuses his practice on business law, trusts and estates, and real estate. Richter is a member and Former Chair of the Business and Securities Law Section Council of the Illinois State Bar Association, the President of the Madison County Bar Association, and was recognized in the 2026 edition of Best Lawyer’s Ones to Watch in America. He received his B.S. from Truman State University, his M.S. from Southern Illinois University Edwardsville, and his J.D. from Southern Illinois University Carbondale.
- John B. Waters
John B. Waters
John B. Waters is Of Counsel to Roetzel & Andress, LPA, in Chicago, where he practices in the areas of corporate and tax law. He is a member of the American Bar Association Section of Taxation and the Illinois State Bar Association Federal Taxation Section. He received his B.S. from Iowa State University, his M.N.E. from North Carolina State University, his J.D. from the University of Idaho College of Law, where he was Symposium Editor of the Law Review, and his LL.M. in taxation from DePaul University.
Limited Liability Companies (ARCHIVED 2022 EDITION)
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