LLC Merger Approval and Filing Requirements in Illinois
At a glance
| Governing law, route name, and transaction scope | Illinois keeps limited liability company mergers inside the LLC statute rather than in a separate entity-transactions code. Article 37 of the Limited Liability Company Act, 805 ILCS 180/37-5 through 37-40, supplies the definitions, the authority to merge, the approval rule, the filing, and the effects. Section 37-20(a) is the operative grant: a limited liability company may merge with one or more other constituent organizations under that Section, Sections 37-21 through 37-30, and a plan of merger. The Article is deliberately narrower than its title suggests. Section 37-10(a) states that conversions and domestications are governed by the Entity Omnibus Act, so a company changing its form or its home state leaves Article 37 entirely and uses a different statute; Section 37-10(b) is blank. The conversion and domestication machinery that used to sit in this Article - Sections 37-15, 37-16, 37-17 and 37-31 through 37-34 - was repealed by Public Act 100-561, effective July 1, 2018, when that work moved out. Section 37-35 then makes what remains non-exclusive: the Article does not preclude an entity from being converted or merged under other law. |
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| Eligible domestic, foreign, and other-form constituents and survivors | Illinois draws the eligible-party circle by definition rather than by list. Section 37-5 defines an organization as 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, and adds that the term includes a domestic or foreign organization regardless of whether organized for profit. That catch-all - any other person having a governing statute - means cross-type and cross- border mergers are the norm rather than an exception, and nonprofit and for-profit parties are equally eligible. A constituent organization is simply an organization that is party to a merger, and a surviving organization is one into which one or more other organizations are merged, whether the organization preexisted the merger or was created by the merger, so Illinois permits the survivor to be brought into existence by the merger itself. Eligibility is then policed by three conditions in Section 37-20(a): the governing statute of each of the other organizations must authorize the merger, the merger must not be prohibited by the law of a jurisdiction that enacted any of the governing statutes, and each of the other organizations must comply with its governing statute in effecting the merger. |
| Plan of merger contents, consideration, and survivor governing documents | Section 37-20(b) requires the plan of merger to be in a record and to include five items. The plan must state the name and form of each constituent organization, and the name and form of the surviving organization together with a statement to that effect if the survivor is to be created by the merger. It must state the terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration - language broad enough to cover cash-out, rollover, mixed and non-cash consideration without a separate authorization. The last two items turn on whether the survivor is new or existing. If the surviving organization is to be created by the merger, the plan must contain the survivor's organizational documents that are proposed to be in a record; if it is not to be created by the merger, the plan must contain any amendments to be made by the merger to the survivor's organizational documents that are, or are proposed to be, in a record. Section 37-5 defines organizational document broadly, so this reaches articles, certificates and their equivalents across entity types. |
| Member approval threshold, operating-agreement control, and other constituents' approvals | Illinois sets the strictest default among the large commercial states. Section 37-21(a) provides that, subject to Section 37-36, a plan of merger must be consented to by all the members of a constituent limited liability company. Unanimity is the starting point whether the company is member- managed or manager-managed, and Section 15-1(d)(9) confirms it from the other direction by listing the consent of members to convert, merge with another entity or domesticate under Article 37 or the Entity Omnibus Act among the matters requiring the consent of all of the members. The operating agreement can move that threshold, but not freely. Section 15-5(a) lets an operating agreement modify any provision of the Act governing relations among the members, managers, and company except as provided in subsections (b) through (e), and Section 15-5(b)(11) carves out the merger right: the operating agreement may not restrict the right to approve a merger, conversion, or domestication under Article 37 or the Entity Omnibus Act of a member that will have personal liability with respect to a surviving, converted, or domesticated organization. Each other constituent organization approves under its own governing statute, as Section 37-20(a)(3) requires. |
| Meeting notice, written consent, waiver, and new-personal-liability consent | Article 37 contains no meeting or notice provision at all, and that is not an oversight - Illinois routes the question to the Act's general consent rule. Section 15-1(e) provides that action requiring the consent of members or managers under this Act may be taken without a meeting, so a merger can be approved by written consents gathered individually, with no meeting to call, no notice period to run, and no quorum to make. Section 15-1(f) adds that a member or manager may appoint a proxy to vote or otherwise act for the member or manager by signing an appointment instrument, either personally or by the member or manager's attorney-in- fact. The one consent Illinois insists on individually is the personal- liability consent. Under Section 37-36(a), if a member of a merging limited liability company will have personal liability with respect to a surviving organization, approval or amendment of a plan of merger is ineffective without the consent of that member, unless the operating agreement provides for approval of a merger with the consent of fewer than all the members and the member has consented to that provision. Section 37-36(b) closes the obvious loophole: a member does not give that consent merely by consenting to a provision of the operating agreement that permits the operating agreement to be amended with the consent of fewer than all the members. |
| Merger filing contents, signers, companion filings, and filing offices | After each constituent organization has approved the merger, Section 37-25(a) requires articles of merger signed on behalf of each constituent limited liability company as provided in Section 5-45 and each other constituent organization as provided in its governing statute. Section 5-45(b)(3) directs that any other document must be signed by a person authorized by the limited liability company to sign it; Section 5-45(c) requires the signer's name and capacity beneath or opposite the signature, and Section 5-45(d) makes execution an affirmation under the penalties of perjury that the facts stated are true and that the person has authority. Section 37-25(b) lists eight contents: the name, form and governing jurisdiction of each constituent organization; the same for the survivor, with a statement if it is created by the merger; the effective date under the survivor's governing statute; the survivor's articles of organization or other public organizational document if it is created by the merger; any amendments to a preexisting survivor's public organizational document; a statement as to each constituent organization that the merger was approved as required by its governing statute; a street and mailing address the Secretary of State may use under Section 37-30(b) if the survivor is an unregistered foreign organization; and any additional information required by any constituent organization's governing statute. Under Section 37-25(c) each constituent limited liability company delivers the articles to the Secretary of State together with a copy of that portion of the plan of merger that contains the name and form of each constituent organization and the surviving organization. The Secretary of State supplies form LLC-37.25. Section 50-10(b)(13) prices the filing at $100 plus $50 for each party to the merger in excess of the first 2 parties. A bank or savings bank files with the Department of Financial and Professional Regulation instead, under Section 5-5(d). |
| Effective time, delayed date, plan amendment, abandonment, and correction | Section 37-25(d) splits effectiveness by the survivor's form. If the surviving organization is a limited liability company, the merger becomes effective upon the later of the filing of the articles of merger with the Secretary of State or, subject to Section 5-40, as specified in the articles of merger - so a delayed date is available but is capped by the filing itself and is governed by the Act's general effectiveness rules. If the survivor is not a limited liability company, effectiveness is governed by the survivor's own governing statute, which can put the controlling date outside Illinois law entirely. Section 5-40 supplies the cross- referenced machinery: filing makes the document conclusive evidence of compliance, existence may begin on a later date if so specified, and where a later date is specified the document may be prevented from becoming effective by an application for withdrawal executed in the same manner and filed on or before the specified effective date. Amendment and abandonment are governed by Section 37-21(b): subject to Section 37-36 and any contractual rights, after a merger is approved and at any time before articles of merger are delivered to the Secretary of State for filing under Section 37-25, a constituent limited liability company may amend the plan or abandon the merger as provided in the plan, or, except as otherwise prohibited in the plan, with the same consent as was required to approve the plan. Once the articles are delivered that window closes. A statement of correction is filed for $25 under Section 50-10(b)(15). |
| Survivor existence, property, debts, proceedings, records, and registrations | Section 37-30(a) states ten effects that occur when the merger becomes effective. The surviving organization continues or comes into existence and each constituent organization that merges into it ceases to exist as a separate entity. All property owned by each constituent organization that ceases to exist vests in the survivor, and all debts, obligations, or other liabilities of each such organization continue as debts, obligations, or other liabilities of the survivor - the transfer is by operation of law, with no deed or assignment step in the statute. An action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger had not occurred, so pending litigation neither abates nor requires re-filing. Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the survivor, and except as otherwise provided in the plan, the terms and conditions of the plan take effect. Illinois adds a winding-up clarification that matters in practice: except as otherwise agreed, if a constituent limited liability company ceases to exist, the merger does not dissolve the limited liability company for the purposes of Article 35, so the disappearance is not a dissolution triggering that Article's claims process. Finally, a survivor created by the merger has its articles of organization or other creating document become effective, and a preexisting survivor's amendments stated in the articles of merger become effective. |
| Appraisal or dissent, creditor protection, and foreign-survivor service | Illinois gives a dissenting limited liability company member no appraisal, dissenters' or fair-value remedy. The Limited Liability Company Act contains no such right anywhere - not in Article 37, and not elsewhere in the Act - which is the sharpest practical contrast with the Illinois corporate statute and with the LLC acts of several neighbouring states. The member's protection is structural instead: the unanimous default in Section 37-21(a), and the floor in Section 15-5(b)(11) that an operating agreement may not restrict the merger-approval right of a member who will have personal liability in the survivor. A member who can be outvoted under a permissive operating agreement and who will not be personally liable has, under the Act alone, neither a veto nor a cash-out claim, so any exit right must be written into the operating agreement or the plan. Creditors are protected by succession rather than by a consent or notice right: under Section 37-30(a)(4) the survivor takes the liabilities, and under Section 37-30(a)(5) pending actions continue. For a foreign survivor, Section 37-30(b) supplies long-arm coverage - the survivor consents to the jurisdiction of the Illinois courts to enforce any debt, obligation, or other liability owed by a constituent organization if before the merger that organization was subject to suit in Illinois on it, and a foreign survivor not authorized to transact business in Illinois appoints the Secretary of State as its agent for service of process for that purpose, with service made in the same manner and with the same consequences as under subsections (b) and (c) of Section 1-50. Section 37-30(c) bars a foreign survivor from doing business in Illinois until an application for that authority is filed. |
| Short-form and other statutory routes and special-entity boundaries | Illinois has no short-form or parent-subsidiary merger shortcut for limited liability companies: Article 37 states one procedure, and a wholly owned subsidiary merger runs the same plan, consent and articles path as any other. What Illinois does supply is a non-exclusivity rule. Section 37-35 provides that the Article does not preclude an entity from being converted or merged under other law, and it then carves in the regulated case - a bank or savings bank that converts to or merges with and into a limited liability company is subject to this Article or to other applicable law to the extent those provisions do not conflict with the State or federal law under which the conversion or merger of the bank or savings bank is authorized. Consistently, Section 5-5(d) sends articles for a bank or savings bank to the Secretary of Financial and Professional Regulation or the appropriate federal banking regulator rather than to the Secretary of State. Two further boundaries matter. Insurance is excluded from the LLC form at the threshold by Section 1-25(a) except for the narrow underwriter-group case, and a company providing a professional service licensed by the Department of Financial and Professional Regulation must be formed in compliance with the Professional Limited Liability Company Act under Section 1-25(d) and must hold a certificate of registration from that Department under Section 1-28, so a professional merger carries a licensing overlay the Act itself does not describe. Series are addressed in Section 37-40 rather than in the merger Sections, and a certificate of designation is filed for $50 under Section 50-10(b)(17). |
Illinois does not have a separate entity-transactions code for limited liability companies. Merger lives in the LLC Act itself, at Article 37 of 805 ILCS 180, Sections 37-5 through 37-40, and the Article is narrower than its position suggests: Section 37-10 sends conversions and domestications out to the Entity Omnibus Act, and the conversion and domestication Sections that once sat here were repealed in 2018 when that work moved.
Two features set Illinois apart. The approval default is unanimity - Section 37-21(a) requires the consent of all the members of a constituent limited liability company, the strictest default among the large commercial states - and there is no appraisal, dissenters' or fair-value remedy anywhere in the Act. A member's leverage is the approval right itself, backed by Section 15-5(b)(11), which forbids an operating agreement from restricting that right for a member who will be personally liable in the survivor.
Requirements one by one
The governing act and what counts as a merger
Section 37-20(a) is the grant of authority: a limited liability company may merge with one or more other constituent organizations under that Section, Sections 37-21 through 37-30, and a plan of merger. Section 37-10(a) then marks the boundary, providing that conversions and domestications are governed by the Entity Omnibus Act, with subsection (b) left blank. Sections 37-15, 37-16, 37-17 and 37-31 through 37-34 were repealed by Public Act 100-561, effective July 1, 2018. Section 37-35 keeps the route non-exclusive, providing that the Article does not preclude an entity from being converted or merged under other law.
Who can be a party
Illinois defines the circle instead of listing it. Section 37-5 defines an organization as 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, and includes a domestic or foreign organization regardless of whether organized for profit. Cross-type and cross-border mergers are therefore ordinary. The survivor may preexist the merger or be created by it. Section 37-20(a) then imposes three conditions: the other organizations' governing statutes must authorize the merger, no jurisdiction whose governing statute is involved may prohibit it, and each other organization must comply with its own statute in effecting it.
What the plan must say
Under Section 37-20(b) the plan must be in a record and must state the name and form of each constituent organization; the name and form of the survivor, with a statement if the survivor is created by the merger; and the terms and conditions, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration. That phrasing accommodates cash-out, rollover and mixed consideration without separate authority. If the survivor is created by the merger, the plan carries its proposed organizational documents; if the survivor already exists, the plan carries any amendments the merger makes to its organizational documents.
Member approval and how far the operating agreement can move it
Section 37-21(a) provides that, subject to Section 37-36, a plan of merger must be consented to by all the members of a constituent limited liability company. Section 15-1(d)(9) confirms the point from the other side, listing consent to merge under Article 37 among the matters requiring the consent of all members. An operating agreement may lower the threshold - Section 15-5(a) permits modification of the Act's rules among members, managers and the company - but Section 15-5(b)(11) forbids an operating agreement from restricting the right to approve a merger of a member that will have personal liability with respect to the surviving organization. Each other constituent organization approves under its own governing statute.
Meetings, written consent and the personal-liability consent
Article 37 contains no meeting or notice requirement. Section 15-1(e) provides that action requiring the consent of members or managers under the Act may be taken without a meeting, so approval is normally collected as written consents, with no notice period or quorum; Section 15-1(f) permits proxies. The consent Illinois insists on individually is in Section 37-36(a): if a member will have personal liability with respect to the survivor, approval or amendment of the plan is ineffective without that member's consent, unless the operating agreement provides for approval by fewer than all the members and the member consented to that provision. Section 37-36(b) blocks the workaround, providing that a member does not give that consent merely by consenting to a provision permitting the operating agreement to be amended with the consent of fewer than all the members.
Articles of merger, signers and where they go
Section 37-25(a) requires articles of merger signed for each constituent limited liability company as provided in Section 5-45 and for each other constituent organization as provided in its governing statute. Section 5-45(b)(3) requires signature by a person the company authorizes, Section 5-45(c) the signer's name and capacity, and Section 5-45(d) makes execution an affirmation under the penalties of perjury. Section 37-25(b) lists eight contents, including each party's name, form and governing jurisdiction, the survivor's details, the effective date, the survivor's creating or amended public document, a statement that each organization approved as its governing statute required, and a service address if the survivor is an unregistered foreign organization. Section 37-25(c) requires delivery to the Secretary of State with a copy of that portion of the plan of merger that contains the name and form of each constituent organization and the surviving organization. The Secretary of State publishes form LLC-37.25, to be submitted in duplicate. Section 50-10(b)(13) sets the fee at $100 plus $50 for each party to the merger in excess of the first 2 parties. Section 5-50 is the Act's remedy for a refusal to sign, but by its terms it reaches an amendment or statement of termination rather than articles of merger. A bank or savings bank files with the financial-regulation authorities under Section 5-5(d).
Effective date, amendment and abandonment
Section 37-25(d) makes the merger effective, where the survivor is a limited liability company, upon the later of filing the articles with the Secretary of State or, subject to Section 5-40, the date specified in the articles; where the survivor is not a limited liability company, the survivor's own governing statute controls. Section 5-40 supplies the referenced machinery, including a later specified effective date and an application for withdrawal filed on or before that date. The official form offers three effective- date choices matching that structure. Under Section 37-21(b), after approval and at any time before the articles are delivered for filing, a constituent company may amend the plan or abandon the merger as the plan provides or, unless the plan prohibits it, with the same consent required to approve the plan; delivery closes that window. A statement of correction costs $25 under Section 50-10(b)(15).
What happens to property, debts and lawsuits
Section 37-30(a) lists ten effects. The survivor continues or comes into existence, each merging organization ceases to exist as a separate entity, all its property vests in the survivor, and all its debts, obligations or other liabilities continue as those of the survivor - all by operation of law, with no separate conveyance step. A pending action by or against a disappearing organization may be continued as if the merger had not occurred. Rights, privileges, immunities, powers and purposes vest in the survivor except as prohibited by other law, and the plan's terms take effect. Illinois adds a clarification worth noting: except as otherwise agreed, a constituent company's ceasing to exist does not dissolve it for purposes of Article 35, so the merger does not trigger that Article's winding-up and claims process.
Appraisal, creditors and a foreign survivor
There is no appraisal right. The Limited Liability Company Act contains no appraisal, dissenters' or fair-value remedy for a member who opposes a merger, in Article 37 or anywhere else. Protection is structural - the unanimous default of Section 37-21(a) and the floor of Section 15-5(b)(11) - so a member who can be outvoted under a permissive operating agreement and who will not be personally liable has neither a veto nor a cash- out claim unless the operating agreement or the plan supplies one. Creditors are protected by succession under Section 37-30(a)(4) and by the continuation of pending actions under Section 37-30(a)(5), not by a notice or consent right. Section 37-30(b) gives a foreign survivor's creditors a forum: the survivor consents to Illinois jurisdiction for liabilities on which the constituent organization was suable here, and an unregistered foreign survivor appoints the Secretary of State as its agent for service, made in the same manner and with the same consequences as under subsections (b) and (c) of Section 1-50. Section 37-30(c) bars a foreign survivor from doing business in Illinois until it files an application for authority.
Short-form routes and special entities
Illinois has no short-form or parent-subsidiary merger for limited liability companies; a wholly owned subsidiary merger runs the same plan, consent and filing course. Section 37-35 preserves other routes and carves in banks and savings banks, which are subject to the Article only so far as it does not conflict with the banking law authorizing the transaction, and Section 5-5(d) sends their articles to the financial regulator. Insurance is excluded from the LLC form by Section 1-25(a) except for a narrow underwriter-group case. A company providing a professional service licensed by the Department of Financial and Professional Regulation must be formed in compliance with the Professional Limited Liability Company Act under Section 1-25(d) and must hold a certificate of registration from that Department under Section 1-28, so a professional merger carries a licensing overlay this Act does not describe. Series are dealt with in Section 37-40, and a certificate of designation costs $50 under Section 50-10(b)(17).
Statutes and sources
- 805 ILCS 180/37-20 authorizes an Illinois LLC to merge with one or more other constituent organizations under a plan of merger, sets the three conditions on the other parties' governing statutes, and lists the five required contents of the plan, which must be in a record. Accessed September 10, 2026.
- 805 ILCS 180/37-21 requires a plan of merger to be consented to by all the members of a constituent limited liability company, subject to Section 37-36, and allows amendment or abandonment any time before the articles of merger are delivered to the Secretary of State. Accessed September 10, 2026.
- 805 ILCS 180/37-36 makes approval or amendment of a plan ineffective without the consent of a member who will have personal liability in the survivor, unless the operating agreement allows fewer-than-unanimous approval and that member consented to that provision, and denies that an amendment-threshold consent counts. Accessed September 10, 2026.
- 805 ILCS 180/37-25 requires articles of merger signed by each constituent organization, lists the eight contents, directs delivery to the Secretary of State with the portion of the plan naming the parties and the survivor, and fixes when the merger becomes effective. Accessed September 10, 2026.
- 805 ILCS 180/37-30 states the ten effects of a merger, including vesting of property and liabilities in the survivor and continuation of pending actions, and supplies the consent to Illinois jurisdiction and the Secretary of State agency for an unregistered foreign survivor. Accessed September 10, 2026.
- 805 ILCS 180/37-5 defines constituent organization, organization, organizational document, personal liability and surviving organization for the merger Article, sweeping in partnerships, business trusts, corporations and any other person having a governing statute, domestic or foreign. Accessed September 10, 2026.
- 805 ILCS 180/37-10 sends conversions and domestications to the Entity Omnibus Act, marking the outer boundary of what Article 37 covers. Accessed September 10, 2026.
- 805 ILCS 180/37-35 makes the Article non-exclusive and subjects a bank or savings bank merging into an LLC to the Article only so far as it does not conflict with the banking law authorizing the transaction. Accessed September 10, 2026.
- 805 ILCS 180/15-1 lists the consent of members to merge under Article 37 among the matters requiring the consent of all members, permits action requiring member or manager consent to be taken without a meeting, and allows proxies. Accessed September 10, 2026.
- 805 ILCS 180/15-5 lets an operating agreement modify the Act's rules among members, managers and the company, but forbids restricting the merger-approval right of a member who will have personal liability in the survivor. Accessed September 10, 2026.
- 805 ILCS 180/5-45 governs execution of company documents, requiring signature by a person the company authorizes, the signer's name and capacity, and an affirmation under penalties of perjury. Accessed September 10, 2026.
- 805 ILCS 180/5-40 supplies the effectiveness machinery cross-referenced by the merger provision, including a later specified effective date and withdrawal before that date. Accessed September 10, 2026.
- 805 ILCS 180/5-5 sets the outer limit on a delayed organization date and sends bank and savings bank articles to the financial-regulation authorities rather than the Secretary of State. Accessed September 10, 2026.
- 805 ILCS 180/5-50 lets a member or transferee adversely affected by a refusal to sign an amendment or statement of termination petition a court to direct it. Accessed September 10, 2026.
- 805 ILCS 180/1-50 sets out service of process on the Secretary of State as agent, the mailing requirements and the affidavit of compliance, and is the procedure borrowed for service on a foreign survivor. Accessed September 10, 2026.
- 805 ILCS 180/50-10 sets the Secretary of State's fees, including $100 plus $50 for each party to the merger beyond the first two for articles of merger, $25 for a statement of correction, and $50 for a certificate of designation. Accessed September 10, 2026.
- 805 ILCS 180/37-40 authorizes series of members, managers or interests with separate rights and liabilities, and is the provision the certificate-of-designation fee refers to. Accessed September 10, 2026.
- 805 ILCS 180/1-25 excludes insurance from the LLC form except for a narrow underwriter-group case and requires a company providing a licensed professional service to be formed in compliance with the Professional Limited Liability Company Act. Accessed September 10, 2026.
- 805 ILCS 180/1-28 requires a professional-service limited liability company to obtain a certificate of registration from the Department of Financial and Professional Regulation before operating. Accessed September 10, 2026.
- Ill. Sec'y of State, Articles of Merger (Form LLC-37.25) is the official filing form, which states the fee formula, requires duplicate submission and attachment of the approved portion of the plan, offers three effective- date choices, collects a service address for an unregistered foreign survivor, and takes the approval affirmation under penalty of perjury. Accessed September 10, 2026.
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