Full Text of HB3499 101st General Assembly
HB3499 101ST GENERAL ASSEMBLY |
| | 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 | |
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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.
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| | A BILL FOR |
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| | | HB3499 | | LRB101 07088 JLS 52125 b |
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| 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 Business Corporation Act of 1983 is amended | 5 | | by 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 | 9 | | articles of dissolution in accordance
with Section 12.20 of | 10 | | this Act, (2) by the issuance of a
certificate of dissolution | 11 | | in accordance with Section 12.40 of this Act, (3) by
a judgment
| 12 | | of dissolution by a circuit court of this State, or (4) by
| 13 | | expiration of
its period of duration, shall not take away nor | 14 | | impair any civil remedy
available to or against such | 15 | | corporation, its directors, or shareholders,
for any right or | 16 | | claim existing, or any liability accrued or incurred, either | 17 | | prior to, at the time of, or after such
dissolution if action | 18 | | or other proceeding thereon is commenced within five
years | 19 | | after the date of such dissolution. Any such action or | 20 | | proceeding by
or against the corporation may be prosecuted or | 21 | | defended by the corporation
in its corporate name. This | 22 | | provision does not extend any applicable statute of | 23 | | limitations.
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| 1 | | (b) In this subsection, "builder" means a person or | 2 | | corporation that constructs new homes for sale, including the | 3 | | construction of new homes on land owned by home buyers, and | 4 | | "home buyer" means the purchaser of a new home. Directors and | 5 | | officers of a corporation that transacts business as a builder | 6 | | remain liable, after the dissolution
of the corporation, to the | 7 | | home buyer for any obligation arising under a warranty provided | 8 | | by the corporation to the home buyer in conjunction with the | 9 | | sale 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 | 12 | | changing 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 | 16 | | Section and in Section 35-8 , the
debts,
obligations, and | 17 | | liabilities of a limited liability company, whether arising in | 18 | | contract,
tort, or otherwise, are solely the debts, | 19 | | obligations, and liabilities of the
company. A member or | 20 | | manager is not personally liable
for a debt, obligation, or | 21 | | liability of the company solely
by reason of being or acting as | 22 | | a member or manager.
| 23 | | (b) (Blank).
| 24 | | (c) The failure of a limited liability company to observe |
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| 1 | | the usual
company formalities or requirements relating to the | 2 | | exercise of its company
powers
or management of its business is | 3 | | not a ground for imposing personal liability
on the members or | 4 | | managers for liabilities of the company.
| 5 | | (d) All or specified members of a limited liability company | 6 | | are liable in
their capacity as members for all or specified | 7 | | debts, 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 | 15 | | arising under home warranties after dissolution. | 16 | | (a) In this Section: | 17 | | "Builder" means a person or limited liability company that | 18 | | constructs new homes for sale, including the construction of | 19 | | new 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 | 22 | | that transacts business as a builder remain liable, after the | 23 | | dissolution
of the limited liability company, to the home buyer | 24 | | for any obligation arising under a warranty provided by the | 25 | | limited liability company to the home buyer in conjunction with |
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| 1 | | the sale of a new home.
| 2 | | Section 15. The
Uniform Limited Partnership Act (2001) is | 3 | | amended by adding Section 813 as follows: | 4 | | (805 ILCS 215/813 new) | 5 | | Sec. 813. Liability of general partner and person | 6 | | dissociated as general partner for obligations arising under | 7 | | home warranties after dissolution. | 8 | | (a) In this Section: | 9 | | "Builder" means a person or limited partnership that | 10 | | constructs new homes for sale, including the construction of | 11 | | new 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 | 14 | | partners of a limited partnership that transacts business as a | 15 | | builder remain liable, after the dissolution
of the limited | 16 | | liability partnership, to the home buyer for any obligation | 17 | | arising under a warranty provided by the limited partnership to | 18 | | the home buyer in conjunction with the sale of a new home.
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