LLC Member Meetings, Voting, Proxies, and Written-Consent Requirements in Illinois

At a glance

Requirements one by one

The operating agreement supplies most procedure

Under 805 ILCS 180/15-5(a)-(b), the operating agreement regulates company affairs and member, manager, and company relations. The Act fills gaps, and the agreement may modify most internal statutory defaults subject to express limits for outsiders, governing law, authority statements, good faith, courts, and specified member transaction rights.

Equal rights produce a member headcount vote

Under 805 ILCS 180/15-1(a)-(c), an LLC is member-managed unless its agreement uses the statutory manager-management language or similar words. Each member then has equal management rights, and a majority of the members decides any company matter unless subsection (d) requires all members.

This is a headcount default. The statute does not weight the ordinary vote by a member's contribution, profit interest, distribution share, or ownership percentage, and it states no separate default class or group denominator.

Ten listed matters require every member

Under § 15-1(d)-(f), all members approve amendments to the agreement or articles, two contribution-compromise categories, interest redemption, admission of a new member, charging-order redemption, dissolution, covered conversion/merger/domestication, and disposition of all or substantially all company property. Those categories identify the threshold; they do not decide the substantive transaction law or the validity of a particular action.

The Act does not create a general member-meeting code

Section 15-1(e) permits action without a meeting but states no general rule for who calls a member meeting, how notice or waiver works, what constitutes a quorum, how adjournment works, whether a meeting must be annual, or when a record date falls. The operating agreement and other applicable law must supply those mechanics.

Remote participation is not separately addressed

Sections 15-1 and 15-5 state no conference-call, video, hearing-capable- equipment, remote-presence, voter-identification, or retained-remote-vote rule. The agreement and other applicable law must define any remote procedure.

A proxy appointment must be signed

Section 15-1(f) lets a member appoint a proxy “to vote or otherwise act” by signing an appointment instrument personally or through an attorney-in-fact. The section states no general proxy duration, revocation method, death/incapacity consequence, or irrevocability rule.

No-meeting consent uses the same underlying threshold

Section 15-1(e) allows action requiring member consent to occur without a meeting. It does not add a separate writing or signature requirement for the members' own consents, a delivery method, a collection period, a counterpart or electronic rule, or a future-time/event and pre-effectiveness revocation mechanism. The ordinary majority or listed all-member threshold still governs.

What trips people up

• Ordinary voting is per person. Ownership percentages do not weight the default majority.
• The ten unanimity categories displace the majority rule. A matter can be outside daily operations without appearing on that list, so apply the text rather than importing another state's ordinary/outside-course split.
• Proxy form and consent form are different. The proxy appointment is signed; § 15-1 does not separately prescribe the members' own consent form.
• Meeting details come from elsewhere. The Act supplies no general notice, quorum, remote-presence, record-date, or nonconsenter-notice machinery.

Common questions

Is an Illinois LLC member's vote weighted by ownership percentage?

No under the statutory default. Each member has equal management rights, and ordinary action uses a majority of members.

May Illinois LLC members approve action without a meeting?

Yes. Section 15-1(e) permits action requiring consent to occur without a meeting at the threshold that otherwise applies.

Does a proxy appointment have to be signed?

Yes. The member or the member's attorney-in-fact signs the appointment instrument.

Must nonsigning members receive notice after no-meeting action?

Section 15-1 states no general post-action notice rule. The operating agreement, the substantive action statute, and other applicable law must be checked.

Statutes and sources

• 805 ILCS 180/15-1 — management form, equal rights, majority and unanimous member thresholds, no-meeting action, and proxy appointment. Official current § 15-1 (accessed August 30, 2026).
• 805 ILCS 180/15-5 — operating-agreement scope, statutory gap filling, and mandatory limits. Official current § 15-5 (accessed August 30, 2026).