Illinois Compiled Statutes
ILCS Listing
Public
Acts Search
Guide
Disclaimer
Information maintained by the Legislative
Reference Bureau
Updating the database of the Illinois Compiled Statutes (ILCS) is an ongoing process.
Recent laws may not yet be included in the ILCS database, but they are found on this site as Public
Acts soon after they become law. For information concerning the relationship between statutes and Public Acts, refer to the
Guide.
Because the statute database is maintained primarily for legislative drafting purposes,
statutory changes are sometimes included in the statute database before they take effect.
If the source note at the end of a Section of the statutes includes a Public Act that has
not yet taken effect, the version of the law that is currently in effect may have already
been removed from the database and you should refer to that Public Act to see the changes
made to the current law.
805 ILCS 180/10-10 (805 ILCS 180/10-10) (Text of Section before amendment by P.A. 103-920) Sec. 10-10. Liability of members and managers. (a) Except as otherwise provided in subsection (d) of this Section, the
debts,
obligations, and liabilities of a limited liability company, whether arising in contract,
tort, or otherwise, are solely the debts, obligations, and liabilities of the
company. A member or manager is not personally liable
for a debt, obligation, or liability of the company solely
by reason of being or acting as a member or manager. (a-5) Nothing in subsection (a) or subsection (d) limits the personal liability of a member or manager imposed under law other than this Act, including, but not limited to, agency, contract, and tort law.
The purpose of this subsection (a-5) is to overrule the interpretation of subsections (a) and (d) set forth in Dass v. Yale, 2013 IL App (1st) 122520, and Carollo v. Irwin, 2011 IL App (1st) 102765, and clarify that under existing law a member or manager of a limited liability company may be liable under law other than this Act for its own wrongful acts or omissions, even when acting or purporting to act on behalf of a limited liability company. This subsection is therefore intended to be applicable to actions with respect to which all timely appeals have not exhausted before the effective date of this amendatory Act of the 101st General Assembly as well as to all actions commenced on or after the effective date of this amendatory Act of the 101st General Assembly. (b) (Blank). (c) The failure of a limited liability company to observe the usual
company formalities or requirements relating to the exercise of its company
powers
or management of its business is not a ground for imposing personal liability
on the members or managers for liabilities of the company. (d) All or specified members of a limited liability company are liable in
their capacity as members for all or specified debts, obligations, or
liabilities of the company if: (1) a provision to that effect is contained in the | | articles of organization; and
|
| (2) a member so liable has consented in writing to
| | the adoption of the provision or to be bound by the provision.
|
| (Source: P.A. 101-553, eff. 1-1-20.)
(Text of Section after amendment by P.A. 103-920)
Sec. 10-10. Liability of members and managers.
(a) Except as otherwise provided in subsections (a-5) and (d) of this Section, the debts, obligations, and liabilities of a limited liability company, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the company. A member or manager is not personally liable for a debt, obligation, or liability of the company solely by reason of being or acting as a member or manager.
(a-5) Nothing in subsection (a) or subsection (d) limits the personal liability of a member or manager imposed under law other than this Act, including, but not limited to, the law of agency, contracts, and torts, and, subject to subsection (c), court-imposed equitable remedies, such as piercing the limited liability company veil. The purpose of this subsection (a-5) is to supersede the interpretation of subsections (a) and (d) set forth in Dass v. Yale, 2013 IL App (1st) 122520, and Carollo v. Irwin, 2011 IL App (1st) 102765, and clarify that under existing law a member or manager of a limited liability company may be liable under law other than this Act for his, her, or its own wrongful acts or omissions, even when acting or purporting to act on behalf of a limited liability company.
(b) (Blank).
(c) The failure of a limited liability company to observe the usual company formalities or requirements relating to the exercise of its company powers or management of its business is not a ground for imposing personal liability on the members or managers for liabilities of the company.
(d) All or specified members of a limited liability company are liable in their capacity as members for all or specified debts, obligations, or liabilities of the company if:
(1) a provision to that effect is contained in the
| | articles of organization; and
|
| (2) a member so liable has consented in writing to
| | the adoption of the provision or to be bound by the provision.
|
| (e) This Section applies to all actions with respect to which all timely appeals have not been exhausted before the effective date of this amendatory Act of the 103rd General Assembly and all future actions commenced on or after the effective date of this amendatory Act of the 103rd General Assembly.
(Source: P.A. 103-920, eff. 1-1-25.)
|
|
