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| Public Act 103-0920 | ||||
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AN ACT concerning business. | ||||
Be it enacted by the People of the State of Illinois, | ||||
represented in the General Assembly: | ||||
Section 5. The Limited Liability Company Act is amended by | ||||
changing Section 10-10 as follows: | ||||
(805 ILCS 180/10-10) | ||||
Sec. 10-10. Liability of members and managers. | ||||
(a) Except as otherwise provided in subsections (a-5) and | ||||
subsection (d) of this Section, 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. | ||||
(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, the law | ||||
of agency, contracts contract, and torts, and, subject to | ||||
subsection (c), court-imposed equitable remedies, such as | ||||
piercing the limited liability company veil tort law. The | ||||
purpose of this subsection (a-5) is to supersede 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 his, her, or 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. | ||
(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. | ||
(e) This Section applies to all actions with respect to | ||
which all timely appeals have not been exhausted before the | ||
effective date of this amendatory Act of the 103rd General | ||
Assembly and all future actions commenced on or after the | ||
effective date of this amendatory Act of the 103rd General | ||
Assembly. | ||
(Source: P.A. 101-553, eff. 1-1-20.) | ||