Full Text of SB2765 103rd General Assembly
SB2765eng 103RD GENERAL ASSEMBLY | | | SB2765 Engrossed | | LRB103 34462 SPS 64292 b |
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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 .) |
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