SB0628 95TH GENERAL ASSEMBLY

LRB095 10776 LCT 31018 b

95TH GENERAL ASSEMBLY
State of Illinois
2007 and 2008
SB0628

Introduced 2/8/2007, by Sen. Matt Murphy

SYNOPSIS AS INTRODUCED:

805 ILCS 180/10-10
805 ILCS 180/35-7

Amends the Limited Liability Company Act. Provides that a member or manager who, with knowledge of the dissolution, subjects a limited liability company to liability by an act that is not appropriate for winding up the company's business is liable to the company and to any third party with whom the member or manager contracts after the dissolution for any damage caused to the company or third party arising from the liability. Effective immediately.

A BILL FOR

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 Sections 10-10 and 35-7 as follows:

(805 ILCS 180/10-10)

Sec. 10-10. Liability of members and managers.

(a) Except as otherwise provided in subsection (d) of this Section and Section 35-7, 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.

(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.

(Source: P.A. 90-424, eff. 1-1-98.)

(805 ILCS 180/35-7)

Sec. 35-7. Member or manager's power and liability as agent after dissolution.

(a) A limited liability company is bound by a member or manager's act after dissolution that:

(1) is appropriate for winding up the company's business; or

(2) would have bound the company under Section 13-5 before dissolution, if the other party to the transaction did not have notice of the dissolution.

(b) A member or manager who, with knowledge of the dissolution, subjects a limited liability company to liability by an act that is not appropriate for winding up the company's business is liable to the company and to any third party with whom the member or manager contracts after the dissolution for any damage caused to the company or third party arising from the liability.

(Source: P.A. 90-424, eff. 1-1-98.)

Section 99. Effective date. This Act takes effect upon becoming law.