Bill Text: IL SB2765 | 2023-2024 | 103rd General Assembly | Enrolled

NOTE: There are more recent revisions of this legislation. Read Latest Draft
Bill Title: Amends the Limited Liability Company Act. Provides that specified provisions under the Act do not limit the personal liability of a member or manager imposed under law other than the Act, including, but not limited to, the law of agency, contracts, and torts, and, subject to specified provisions, court imposed equitable remedies, such as piercing the limited liability company veil. Provides that the provisions apply to all actions with respect to which all timely appeals have not been exhausted before the effective date of the amendatory Act and all future actions commenced on or after the effective date of the amendatory Act. Makes other changes.

Spectrum: Partisan Bill (Democrat 3-0)

Status: (Passed) 2024-08-09 - Public Act . . . . . . . . . 103-0920 [SB2765 Detail]

Download: Illinois-2023-SB2765-Enrolled.html

SB2765 EnrolledLRB103 34462 SPS 64292 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 Limited Liability Company Act is amended by
5changing Section 10-10 as follows:
6 (805 ILCS 180/10-10)
7 Sec. 10-10. Liability of members and managers.
8 (a) Except as otherwise provided in subsections (a-5) and
9subsection (d) of this Section, the debts, obligations, and
10liabilities of a limited liability company, whether arising in
11contract, tort, or otherwise, are solely the debts,
12obligations, and liabilities of the company. A member or
13manager is not personally liable for a debt, obligation, or
14liability of the company solely by reason of being or acting as
15a member or manager.
16 (a-5) Nothing in subsection (a) or subsection (d) limits
17the personal liability of a member or manager imposed under
18law other than this Act, including, but not limited to, the law
19of agency, contracts contract, and torts, and, subject to
20subsection (c), court-imposed equitable remedies, such as
21piercing the limited liability company veil tort law. The
22purpose of this subsection (a-5) is to supersede overrule the
23interpretation of subsections (a) and (d) set forth in Dass v.

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1Yale, 2013 IL App (1st) 122520, and Carollo v. Irwin, 2011 IL
2App (1st) 102765, and clarify that under existing law a member
3or manager of a limited liability company may be liable under
4law other than this Act for his, her, or its own wrongful acts
5or omissions, even when acting or purporting to act on behalf
6of a limited liability company. This subsection is therefore
7intended to be applicable to actions with respect to which all
8timely appeals have not exhausted before the effective date of
9this amendatory Act of the 101st General Assembly as well as to
10all actions commenced on or after the effective date of this
11amendatory Act of the 101st General Assembly.
12 (b) (Blank).
13 (c) The failure of a limited liability company to observe
14the usual company formalities or requirements relating to the
15exercise of its company powers or management of its business
16is not a ground for imposing personal liability on the members
17or managers for liabilities of the company.
18 (d) All or specified members of a limited liability
19company are liable in their capacity as members for all or
20specified debts, obligations, or liabilities of the company
21if:
22 (1) a provision to that effect is contained in the
23 articles of organization; and
24 (2) a member so liable has consented in writing to the
25 adoption of the provision or to be bound by the provision.
26 (e) This Section applies to all actions with respect to

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