95TH GENERAL ASSEMBLY
State of Illinois
2007 and 2008
SB0628


 
Introduced 2/8/2007, by Sen. Matt Murphy
 
SYNOPSIS AS INTRODUCED:
 		
















805 ILCS 180/10-10




805 ILCS 180/35-7









    Amends the Limited Liability Company Act.  Provides that a member or manager who, with knowledge of the dissolution, subjects a
limited liability company to liability by an act that is not appropriate for
winding up the company's business is liable to the company and to any third party with whom the member or manager contracts after the dissolution for any damage
caused to the company or third party arising from the liability. Effective immediately.
















LRB095 10776 LCT 31018 b

















 


 


A BILL FOR









 











SB0628

LRB095 10776 LCT 31018 b






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 Sections 10-10 and 35-7 as follows:
 



6
    (805 ILCS 180/10-10)



7
    Sec. 10-10. Liability of members and managers. 

8
    (a) Except as otherwise provided in subsection (d) of this 
9
Section and Section 35-7, 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
    (b) (Blank).

17
    (c) The failure of a limited liability company to observe 
18
the usual
company formalities or requirements relating to the 
19
exercise of its company
powers
or management of its business is 
20
not a ground for imposing personal liability
on the members or 
21
managers for liabilities of the company.

22
    (d) All or specified members of a limited liability company 
23
are liable in
their capacity as members for all or specified 
 


 






SB0628
- 2 -
LRB095 10776 LCT 31018 b




1
debts, obligations, or
liabilities of the company if:


2
        (1) a provision to that effect is contained in the 
3
    articles of
organization; and


4
        (2) a member so liable has consented in writing to the 
5
    adoption of the
provision or to be bound by the provision.

6
(Source: P.A. 90-424, eff. 1-1-98.)

 



7
    (805 ILCS 180/35-7)



8
    Sec. 35-7. Member or manager's power and liability as agent 
9
after
dissolution.

10
    (a) A limited liability company is bound by a member or 
11
manager's act after
dissolution that:


12
        (1) is appropriate for winding up the company's 
13
    business; or


14
        (2) would have bound the company under Section 13-5 
15
    before dissolution,
if the other party to the transaction 
16
    did not have notice of the dissolution.

17
    (b) A member or manager who, with knowledge of the 
18
dissolution, subjects a
limited liability company to liability 
19
by an act that is not appropriate for
winding up the company's 
20
business is liable to the company and to any third party with 
21
whom the member or manager contracts after the dissolution for 
22
any damage
caused to the company or third party arising from 
23
the liability.

24
(Source: P.A. 90-424, eff. 1-1-98.)

 

25
    Section 99. Effective date. This Act takes effect upon 
 


 






SB0628
- 3 -
LRB095 10776 LCT 31018 b




1
becoming law.