(805 ILCS 5/8.65)
(from Ch. 32, par. 8.65)
Liability of directors in certain cases.
(a) In addition
to any other liabilities imposed by law upon directors of a corporation,
they are liable as follows:
(1) The directors of a corporation who vote for or
assent to any distribution prohibited by Section 9.10 of this Act shall be jointly and severally liable to the corporation for the amount of such distribution.
(2) If a dissolved corporation shall proceed to bar
any known claims against it under Section 12.75, the directors of such corporation who fail to take reasonable steps to cause the notice required by Section 12.75 of this Act to be given to any known creditor of such corporation shall be jointly and severally liable to such creditor for all loss and damage occasioned thereby.
(3) Unless dissolution is subsequently revoked
pursuant to Section 12.25 of this Act, the directors of a corporation that carries on its business after the filing by the Secretary of State of articles of dissolution with respect to a voluntary dissolution authorized as provided by this Act, otherwise than as necessary or appropriate to wind up and liquidate its business and affairs, shall be jointly and severally liable to the creditors of such corporation for all debts and liabilities of the corporation incurred in so carrying on its business. Directors of a corporation that carries on its business during a period of administrative dissolution shall not be liable under this paragraph (a)(3) if the Secretary of State subsequently files an application for reinstatement under subsection (c) of Section 12.45, which reinstatement shall have the effect described in subsection (d) of Section 12.45.
(b) A director of a corporation who is present at a meeting of its board of
directors at which action on any corporate matter is taken is conclusively
presumed to have assented to the action taken unless his or her dissent
is entered in the minutes of the meeting or unless he or she files his or
her written dissent to such action with the person acting as the secretary
of the meeting before the adjournment thereof or forwards such dissent by
registered or certified mail to the
secretary of the corporation immediately after the adjournment of the
meeting. Such right to dissent does not apply to a director who voted in
favor of such action.
(c) A director shall not be liable for a
distribution of assets to the shareholders of a corporation in excess of
the amount authorized by Section 9.10 of this Act if he or she relied and
acted in good faith
upon a balance sheet and profit and loss statement of the corporation
represented to him or her to be correct by the president or the officer of such
corporation having charge of its books of account, or certified by an
independent public or certified public accountant or firm of such
accountants to fairly reflect the financial condition of such corporation,
nor shall he or she be so liable if in good faith in determining the amount
available for any such dividend or distribution he or she considered the
assets to be of their book value.
(d) Any director against whom a claim is asserted under this
Section and who is held liable thereon, is
entitled to contribution from the other directors who are likewise liable
Any director against whom a claim is asserted
for the improper
distribution of assets of a corporation and who is held
liable thereon, is entitled to contribution from the shareholders who
knowingly accepted or received any such distribution in proportion
to the amounts received by them respectively.
(Source: P.A. 98-776, eff. 1-1-15