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Illinois Compiled Statutes

Information maintained by the Legislative Reference Bureau
Updating the database of the Illinois Compiled Statutes (ILCS) is an ongoing process. Recent laws may not yet be included in the ILCS database, but they are found on this site as Public Acts soon after they become law. For information concerning the relationship between statutes and Public Acts, refer to the Guide.

Because the statute database is maintained primarily for legislative drafting purposes, statutory changes are sometimes included in the statute database before they take effect. If the source note at the end of a Section of the statutes includes a Public Act that has not yet taken effect, the version of the law that is currently in effect may have already been removed from the database and you should refer to that Public Act to see the changes made to the current law.

BUSINESS ORGANIZATIONS
(805 ILCS 180/) Limited Liability Company Act.

805 ILCS 180/Art. 13

 
    (805 ILCS 180/Art. 13 heading)
Article 13. Relations of members and managers to
persons dealing with limited liability company

805 ILCS 180/13-5

    (805 ILCS 180/13-5)
    (Text of Section before amendment by P.A. 99-637)
    Sec. 13-5. Agency of members and managers.
    (a) Subject to subsections (b) and (c):
        (1) Each member is an agent of the limited liability
    
company for the purpose of its business, and an act of a member, including the signing of an instrument in the company's name, for apparently carrying on, in the ordinary course, the company's business or business of the kind carried on by the company binds the company, unless the member had no authority to act for the company in the particular matter and the person with whom the member was dealing knew or had notice that the member lacked authority.
        (2) An act of a member that is not apparently for
    
carrying on, in the ordinary course, the company's business or business of the kind carried on by the company binds the company only if the act was authorized by the other members.
    (b) Subject to subsection (c), in a manager-managed company:
        (1) A member is not an agent of the company for the
    
purpose of its business solely by reason of being a member. Each manager is an agent of the company for the purpose of its business, and an act of a manager, including the signing of an instrument in the company's name, for apparently carrying on, in the ordinary course, the company's business or business of the kind carried on by the company binds the company, unless the manager had no authority to act for the company in the particular matter and the person with whom the manager was dealing knew or had notice that the manager lacked authority.
        (2) An act of a manager which is not apparently for
    
carrying on, in the ordinary course, the company's business or business of the kind carried on by the company binds the company only if the act was authorized under Section 15-1.
    (c) Unless the articles of organization limit their authority, any member of a member-managed company or manager of a manager-managed company may sign and deliver any instrument transferring or affecting the company's interest in real property. The instrument is conclusive in favor of a person who gives value without knowledge of the lack of the authority of the person signing and delivering the instrument.
(Source: P.A. 90-424, eff. 1-1-98.)
 
    (Text of Section after amendment by P.A. 99-637)
    Sec. 13-5. No agency power of a member as member.
    (a) A member is not an agent of a limited liability company solely by reason of being a member.
    (b) Nothing herein shall be deemed to limit the effect of law other than this Act, including the law of agency.
    (c) A person's status as a member does not prevent or restrict law other than this Act from imposing liability on a limited liability company because of the person's conduct.
(Source: P.A. 99-637, eff. 7-1-17.)

805 ILCS 180/13-10

    (805 ILCS 180/13-10)
    Sec. 13-10. Limited liability company liable for member or manager's actionable conduct. A limited liability company is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a member or manager acting in the ordinary course of business of the company or with authority of the company.
(Source: P.A. 90-424, eff. 1-1-98.)

805 ILCS 180/13-15

    (805 ILCS 180/13-15)
    (This Section may contain text from a Public Act with a delayed effective date)
    Sec. 13-15. Statement of authority.
    (a) A limited liability company may deliver to the Secretary of State for filing a statement of authority. The statement:
        (1) must include the name of the company and the
    
address of its principal place of business; and
        (2) may state the authority, or limitations on the
    
authority, of any member or manager of the company or any other person to:
            (A) execute an instrument transferring real
        
property held in the name of the company; or
            (B) enter into other transactions on behalf of,
        
or otherwise act for or bind, the company.
    (b) To amend or cancel a statement of authority, a limited liability company must deliver to the Secretary of State for filing a statement of amendment or cancellation. The statement must include:
        (1) the name of the limited liability company and
    
the address of its principal place of business;
        (2) the date the statement of authority being
    
amended or cancelled became effective; and
        (3) the contents of the amendment or a declaration
    
that the statement of authority is canceled.
    (c) Except as otherwise provided in subsections (e) and (f), a limitation on the authority of a member or manager of the limited liability company contained in a statement of authority is not by itself evidence of knowledge or notice of the limitation by any person.
    (d) A grant of authority not pertaining to transfers of real property and contained in a statement of authority is conclusive in favor of a person that is not a member and that gives value in reliance on the grant, except to the extent that when the person gives value, the person has knowledge to the contrary.
    (e) A certified copy of a statement of authority that grants authority to transfer real property held in the name of the limited liability company and that is recorded in the office for recording transfers of the real property is conclusive in favor of a person that is not a member and that gives value in reliance on the grant without knowledge to the contrary.
    (f) If a certified copy of a statement of authority containing a limitation on the authority to transfer real property held in the name of a limited liability company is recorded in the office for recording transfers of that real property, all persons that are not members are deemed to know of the limitation.
    (g) Unless previously cancelled by a statement of cancellation, a statement of authority expires as of the date, if any, specified in the statement of authority.
    (h) If the articles of organization state the authority or limitations on the authority of any person on behalf of a company, the authority stated or limited shall not bind any person who is not a member or manager until that person receives actual notice in a record from the company that agency authority is stated or limited in the articles. If the authority stated or limited in the articles of organization conflicts with authority stated or limited in a statement of authority filed with the Secretary of State under this Section on behalf of the company, the statement of authority is the effective statement and a person who is not a member or manager may rely upon the terms of the filed statement of authority notwithstanding conflicting terms in the articles of organization.
(Source: P.A. 99-637, eff. 7-1-17.)

805 ILCS 180/13-20

    (805 ILCS 180/13-20)
    (This Section may contain text from a Public Act with a delayed effective date)
    Sec. 13-20. Statement of denial. A person named in a filed statement of authority granting that person authority may deliver to the Secretary of State for filing a statement of denial that:
        (1) provides the name of the limited liability
    
company and the caption of the statement of authority to which the statement of denial pertains; and
        (2) denies the grant of authority.
    An effective statement of denial operates as a restrictive amendment under subsection (b) of Section 13-15 and, if a certified copy thereof is recorded in the office for recording transfers of real property in which a prior statement of authority has been recorded as provided in subsection (e) of Section 13-15, the statement of denial shall be deemed a limitation on the statement of authority for purposes of subsection (f) of Section 13-15.
(Source: P.A. 99-637, eff. 7-1-17.)