Illinois LLC ownership transfer 03 / 03
Illinois Single-Member LLC Amended and Restated Operating Agreement
A sample operating agreement for the new sole member after an Illinois LLC ownership transfer. It records the company’s continuing governance in one amended and restated agreement.
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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
Bring the continuing company’s ownership, management and recordkeeping rules into one restated agreement after the buyer is validly admitted.
What to complete
Company and new member details; effective date; member-managed or manager-managed choice; capital and authority records. Complete the applicable schedules, the new member’s signature block and any appointed manager’s acceptance.
Important limitations
This agreement does not transfer ownership or admit the buyer. It does not create or guarantee S-corporation tax status, erase third-party rights or override nonwaivable law.
Legal details, sources & important limitations
Who this is for
The admitted new sole member of an existing Illinois LLC. The sample accommodates member-managed or manager-managed arrangements and assumes the company intends to maintain its existing S-corporation tax election.
When to use it
Use after the buyer has been validly admitted, or as a closing document effective only upon that admission. First confirm the amendment procedure, existing rights and obligations, and which management arrangement fits the company.
What the sample covers
- Sole ownership, company purposes, records and separate company accounts.
- Member-managed or manager-managed governance and authority.
- Contributions, distributions, tax matters and S-election safeguards.
- Liability limitations, transfers, succession, amendments and dissolution.
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
This agreement does not itself purchase or assign the membership interest, admit an unadmitted buyer, elect S-corporation tax treatment or guarantee that an existing election continues. Complete the transaction steps and confirm the existing election and owner eligibility with a qualified tax adviser.
Illinois does not require every LLC to use this particular written form. A restatement must comply with the existing agreement and applicable law; it cannot erase third-party rights or override statutory rules that cannot be waived.
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 180/15-5 — Operating agreements and statutory limits
- 805 ILCS 180/15-1 — Member-managed and manager-managed companies
- 805 ILCS 180/13-5 — Authority to bind the LLC
- 805 ILCS 180/1-40 — Company records