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 Enrolled LRB103 34462 SPS 64292 b
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.

SB2765 Enrolled - 2 - LRB103 34462 SPS 64292 b
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

SB2765 Enrolled - 3 - LRB103 34462 SPS 64292 b