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.


LRB101 07088 JLS 52125 b

 

 

A BILL FOR

 

HB3499LRB101 07088 JLS 52125 b

1    AN ACT concerning business.
 
2    Be it enacted by the People of the State of Illinois,
3represented in the General Assembly:
 
4    Section 5. The Business Corporation Act of 1983 is amended
5by changing Section 12.80 as follows:
 
6    (805 ILCS 5/12.80)  (from Ch. 32, par. 12.80)
7    Sec. 12.80. Survival of remedy after dissolution.
8    (a) The dissolution of a corporation either (1) by filing
9articles of dissolution in accordance with Section 12.20 of
10this Act, (2) by the issuance of a certificate of dissolution
11in accordance with Section 12.40 of this Act, (3) by a judgment
12of dissolution by a circuit court of this State, or (4) by
13expiration of its period of duration, shall not take away nor
14impair any civil remedy available to or against such
15corporation, its directors, or shareholders, for any right or
16claim existing, or any liability accrued or incurred, either
17prior to, at the time of, or after such dissolution if action
18or other proceeding thereon is commenced within five years
19after the date of such dissolution. Any such action or
20proceeding by or against the corporation may be prosecuted or
21defended by the corporation in its corporate name. This
22provision does not extend any applicable statute of
23limitations.

 

 

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1    (b) In this subsection, "builder" means a person or
2corporation that constructs new homes for sale, including the
3construction of new homes on land owned by home buyers, and
4"home buyer" means the purchaser of a new home. Directors and
5officers of a corporation that transacts business as a builder
6remain liable, after the dissolution of the corporation, to the
7home buyer for any obligation arising under a warranty provided
8by the corporation to the home buyer in conjunction with the
9sale of a new home.
10(Source: P.A. 98-776, eff. 1-1-15.)
 
11    Section 10. The Limited Liability Company Act is amended by
12changing Section 10-10 and by adding Section 35-8 as follows:
 
13    (805 ILCS 180/10-10)
14    Sec. 10-10. Liability of members and managers.
15    (a) Except as otherwise provided in subsection (d) of this
16Section and in Section 35-8, the debts, obligations, and
17liabilities of a limited liability company, whether arising in
18contract, tort, or otherwise, are solely the debts,
19obligations, and liabilities of the company. A member or
20manager is not personally liable for a debt, obligation, or
21liability of the company solely by reason of being or acting as
22a member or manager.
23    (b) (Blank).
24    (c) The failure of a limited liability company to observe

 

 

HB3499- 3 -LRB101 07088 JLS 52125 b

1the usual company formalities or requirements relating to the
2exercise of its company powers or management of its business is
3not a ground for imposing personal liability on the members or
4managers for liabilities of the company.
5    (d) All or specified members of a limited liability company
6are liable in their capacity as members for all or specified
7debts, obligations, or liabilities of the company if:
8        (1) a provision to that effect is contained in the
9    articles of organization; and
10        (2) a member so liable has consented in writing to the
11    adoption of the provision or to be bound by the provision.
12(Source: P.A. 90-424, eff. 1-1-98.)
 
13    (805 ILCS 180/35-8 new)
14    Sec. 35-8. Member or manager's liability for obligations
15arising under home warranties after dissolution.
16    (a) In this Section:
17    "Builder" means a person or limited liability company that
18constructs new homes for sale, including the construction of
19new homes on land owned by home buyers.
20    "Home buyer" means the purchaser of a new home.
21    (b) Members and managers of a limited liability company
22that transacts business as a builder remain liable, after the
23dissolution of the limited liability company, to the home buyer
24for any obligation arising under a warranty provided by the
25limited liability company to the home buyer in conjunction with

 

 

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1the sale of a new home.
 
2    Section 15. The Uniform Limited Partnership Act (2001) is
3amended by adding Section 813 as follows:
 
4    (805 ILCS 215/813 new)
5    Sec. 813. Liability of general partner and person
6dissociated as general partner for obligations arising under
7home warranties after dissolution.
8    (a) In this Section:
9    "Builder" means a person or limited partnership that
10constructs new homes for sale, including the construction of
11new homes on land owned by home buyers.
12    "Home buyer" means the purchaser of a new home.
13    (b) General partners and persons dissociated as general
14partners of a limited partnership that transacts business as a
15builder remain liable, after the dissolution of the limited
16liability partnership, to the home buyer for any obligation
17arising under a warranty provided by the limited partnership to
18the home buyer in conjunction with the sale of a new home.