HB3499 101ST GENERAL ASSEMBLY

LRB101 07088 JLS 52125 b

101ST GENERAL ASSEMBLY
State of Illinois
2019 and 2020
HB3499

Introduced , by Rep. Natalie A. Manley

SYNOPSIS AS INTRODUCED:

805 ILCS 5/12.80	from Ch. 32, par. 12.80
805 ILCS 180/10-10
805 ILCS 180/35-8 new
805 ILCS 215/813 new

Amends the Business Corporation Act of 1983, the Limited Liability Company Act, and the Uniform Limited Partnership Act (2001). Provides that a director, officer, member, manager. general partner, or person dissociated as a general partner of a business entity remains liable, after dissolution of the entity, to a home buyer for any obligation arising under a warranty provided by the entity to the home buyer in conjunction with the sale of a new home.

A BILL FOR

AN ACT concerning business.

Be it enacted by the People of the State of Illinois, represented in the General Assembly:

Section 5. The Business Corporation Act of 1983 is amended by changing Section 12.80 as follows:

(805 ILCS 5/12.80) (from Ch. 32, par. 12.80)

Sec. 12.80. Survival of remedy after dissolution.

(a) The dissolution of a corporation either (1) by filing articles of dissolution in accordance with Section 12.20 of this Act, (2) by the issuance of a certificate of dissolution in accordance with Section 12.40 of this Act, (3) by a judgment of dissolution by a circuit court of this State, or (4) by expiration of its period of duration, shall not take away nor impair any civil remedy available to or against such corporation, its directors, or shareholders, for any right or claim existing, or any liability accrued or incurred, either prior to, at the time of, or after such dissolution if action or other proceeding thereon is commenced within five years after the date of such dissolution. Any such action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name. This provision does not extend any applicable statute of limitations.

(b) In this subsection, "builder" means a person or corporation that constructs new homes for sale, including the construction of new homes on land owned by home buyers, and "home buyer" means the purchaser of a new home. Directors and officers of a corporation that transacts business as a builder remain liable, after the dissolution of the corporation, to the home buyer for any obligation arising under a warranty provided by the corporation to the home buyer in conjunction with the sale of a new home.

(Source: P.A. 98-776, eff. 1-1-15.)

Section 10. The Limited Liability Company Act is amended by changing Section 10-10 and by adding Section 35-8 as follows:

(805 ILCS 180/10-10)

Sec. 10-10. Liability of members and managers.

(a) Except as otherwise provided in subsection (d) of this Section and in Section 35-8, 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.

(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. 90-424, eff. 1-1-98.)

(805 ILCS 180/35-8 new)

Sec. 35-8. Member or manager's liability for obligations arising under home warranties after dissolution.

(a) In this Section:

"Builder" means a person or limited liability company that constructs new homes for sale, including the construction of new homes on land owned by home buyers.

"Home buyer" means the purchaser of a new home.

(b) Members and managers of a limited liability company that transacts business as a builder remain liable, after the dissolution of the limited liability company, to the home buyer for any obligation arising under a warranty provided by the limited liability company to the home buyer in conjunction with the sale of a new home.

Section 15. The Uniform Limited Partnership Act (2001) is amended by adding Section 813 as follows:

(805 ILCS 215/813 new)

Sec. 813. Liability of general partner and person dissociated as general partner for obligations arising under home warranties after dissolution.

(a) In this Section:

"Builder" means a person or limited partnership that constructs new homes for sale, including the construction of new homes on land owned by home buyers.

"Home buyer" means the purchaser of a new home.

(b) General partners and persons dissociated as general partners of a limited partnership that transacts business as a builder remain liable, after the dissolution of the limited liability partnership, to the home buyer for any obligation arising under a warranty provided by the limited partnership to the home buyer in conjunction with the sale of a new home.