Illinois LLC ownership transfer 02 / 03
Illinois LLC Written Consent, Admission of New Sole Member and Withdrawal of Existing Member
A sample internal company record for approving a 100% ownership transfer, admitting the buyer as the new sole member and documenting the existing member’s withdrawal.
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For a 100% transfer of an existing Illinois single-member LLC with an existing S-corporation tax election.
What this form is for
Record company approval, the buyer’s admission and the seller’s withdrawal as coordinated parts of the same closing.
What to complete
LLC and member details; matching closing date and time; management decisions; records and signer updates. Complete the existing member, incoming member and authorized company signature blocks, plus the appointed manager’s acceptance if applicable.
Important limitations
Follow the existing operating agreement. A full assignment can itself end the seller’s membership, so approval, admission and withdrawal must be coordinated.
Legal details, sources & important limitations
Who this is for
An existing sole member and an incoming individual member of an Illinois LLC. It is designed to accompany the membership-interest purchase agreement and to be checked against the company’s existing operating agreement.
When to use it
Prepare it before closing and coordinate its effective steps with the purchase agreement. Approval comes first. At one indivisible closing, conditional on all required steps being completed, the buyer’s admission takes effect concurrently with the assignment and before any effect that ends the seller’s membership. A full transfer of the seller’s distributional interest can itself cause dissociation under Illinois law.
What the sample covers
- Approval of the transaction and review of transfer restrictions.
- Assignment of the interest and express admission of the buyer as a member.
- Acceptance by the new member and withdrawal of the existing member.
- Separate management decisions and updates to the company’s internal records.
Complete the applicable fields and schedules, review each option, and resolve unused choices before signing. Use an additional page where needed; completing a blank does not replace review of the terms.
What this document does not accomplish
Economic ownership, membership status and management authority are separate questions. Transferring a distributional interest does not by itself transfer membership or management rights. Admission must follow the operating agreement or applicable Illinois statutory rules.
This particular form is not universally mandatory and is not an Illinois Secretary of State filing. The required approvals, signatures and records depend on the existing operating agreement and the transaction. A member’s withdrawal does not by itself remove that person from a separate manager or officer role.
These are private educational samples, not official Illinois forms or a set of three universally required documents. The necessary approvals and filings depend on the LLC’s governing documents and the actual transaction.
Illinois sources for this sample
Primary sources checked October 22, 2026. Review the current law and your company’s documents before use.
- 805 ILCS 180/10-1 — Admission of members
- 805 ILCS 180/30-5 — Economic rights and member rights
- 805 ILCS 180/35-45 — Events causing a member’s dissociation
- 805 ILCS 180/15-1 — Management and member consent