Illinois Compiled Statutes
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805 ILCS 180/10-10
(805 ILCS 180/10-10)
Liability of members and managers.
(a) Except as otherwise provided in subsection (d) of this Section, the
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.
(a-5) Nothing in subsection (a) or subsection (d) limits the personal liability of a member or manager imposed under law other than this Act, including, but not limited to, agency, contract, and tort law.
The purpose of this subsection (a-5) is to overrule the interpretation of subsections (a) and (d) set forth in Dass v. Yale, 2013 IL App (1st) 122520, and Carollo v. Irwin, 2011 IL App (1st) 102765, and clarify that under existing law a member or manager of a limited liability company may be liable under law other than this Act for its own wrongful acts or omissions, even when acting or purporting to act on behalf of a limited liability company. This subsection is therefore intended to be applicable to actions with respect to which all timely appeals have not exhausted before the effective date of this amendatory Act of the 101st General Assembly as well as to all actions commenced on or after the effective date of this amendatory Act of the 101st General Assembly.
(c) The failure of a limited liability company to observe the usual
company formalities or requirements relating to the exercise of its company
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. 101-553, eff. 1-1-20