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| 1 | AN ACT concerning business. | ||||||
| 2 | Be it enacted by the People of the State of Illinois, | ||||||
| 3 | represented in the General Assembly: | ||||||
| 4 | Section 5. The Limited Liability Company Act is amended by | ||||||
| 5 | changing Section 10-10 as follows: | ||||||
| 6 | (805 ILCS 180/10-10) | ||||||
| 7 | Sec. 10-10. Liability of members and managers. | ||||||
| 8 | (a) Except as otherwise provided in subsections (a-5) and | ||||||
| 9 | subsection (d) of this Section, the debts, obligations, and | ||||||
| 10 | liabilities of a limited liability company, whether arising in | ||||||
| 11 | contract, tort, or otherwise, are solely the debts, | ||||||
| 12 | obligations, and liabilities of the company. A member or | ||||||
| 13 | manager is not personally liable for a debt, obligation, or | ||||||
| 14 | liability of the company solely by reason of being or acting as | ||||||
| 15 | a member or manager. | ||||||
| 16 | (a-5) Nothing in subsection (a) or subsection (d) limits | ||||||
| 17 | the personal liability of a member or manager imposed under | ||||||
| 18 | law other than this Act, including, but not limited to, the law | ||||||
| 19 | of agency, contracts contract, and torts, and, subject to | ||||||
| 20 | subsection (c), court-imposed equitable remedies, such as | ||||||
| 21 | piercing the limited liability company veil tort law. The | ||||||
| 22 | purpose of this subsection (a-5) is to supersede overrule the | ||||||
| 23 | interpretation of subsections (a) and (d) set forth in Dass v. | ||||||
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| 1 | Yale, 2013 IL App (1st) 122520, and Carollo v. Irwin, 2011 IL | ||||||
| 2 | App (1st) 102765, and clarify that under existing law a member | ||||||
| 3 | or manager of a limited liability company may be liable under | ||||||
| 4 | law other than this Act for his, her, or its own wrongful acts | ||||||
| 5 | or omissions, even when acting or purporting to act on behalf | ||||||
| 6 | of a limited liability company. This subsection is therefore | ||||||
| 7 | intended to be applicable to actions with respect to which all | ||||||
| 8 | timely appeals have not exhausted before the effective date of | ||||||
| 9 | this amendatory Act of the 101st General Assembly as well as to | ||||||
| 10 | all actions commenced on or after the effective date of this | ||||||
| 11 | amendatory Act of the 101st General Assembly. | ||||||
| 12 | (b) (Blank). | ||||||
| 13 | (c) The failure of a limited liability company to observe | ||||||
| 14 | the usual company formalities or requirements relating to the | ||||||
| 15 | exercise of its company powers or management of its business | ||||||
| 16 | is not a ground for imposing personal liability on the members | ||||||
| 17 | or managers for liabilities of the company. | ||||||
| 18 | (d) All or specified members of a limited liability | ||||||
| 19 | company are liable in their capacity as members for all or | ||||||
| 20 | specified debts, obligations, or liabilities of the company | ||||||
| 21 | if: | ||||||
| 22 | (1) a provision to that effect is contained in the | ||||||
| 23 | articles of organization; and | ||||||
| 24 | (2) a member so liable has consented in writing to the | ||||||
| 25 | adoption of the provision or to be bound by the provision. | ||||||
| 26 | (e) This Section applies to all actions with respect to | ||||||
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| 1 | which all timely appeals have not been exhausted before the | ||||||
| 2 | effective date of this amendatory Act of the 103rd General | ||||||
| 3 | Assembly and all future actions commenced on or after the | ||||||
| 4 | effective date of this amendatory Act of the 103rd General | ||||||
| 5 | Assembly. | ||||||
| 6 | (Source: P.A. 101-553, eff. 1-1-20.) | ||||||