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 ORGANIZATIONS805 ILCS 180/10-10
(805 ILCS 180/) Limited Liability Company Act.
(805 ILCS 180/10-10)
Liability of members and managers.
(a) Except as otherwise provided in subsection (d) of this Section, the
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, agency, contract, and tort law.
The purpose of this subsection (a-5) is to 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 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.
(c) The failure of a limited liability company to observe the usual
company formalities or requirements relating to the exercise of its company
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. 101-553, eff. 1-1-20
805 ILCS 180/10-15
(805 ILCS 180/10-15)
Right of members and dissociated members to information.
(a) A company shall furnish information when any member demands it in a record concerning the company's activities, financial condition, and other circumstances of the company's business necessary to the proper exercise of a member's rights and duties under the operating agreement or this Act or that is otherwise material to the member's interest in the company, unless the company knows that the member already knows that information.
(b) The following rules apply when a member makes a demand for information under this Section:
(1) During regular business hours and at a
reasonable location and time specified by the company, a member may obtain from the company, inspect, and copy information for a purpose consistent with subsection (a).
(2) Within 10 days after receiving a demand pursuant
(A) the company shall provide the information
demanded or, in a record, a description of the information the company will provide, stating a reasonable time within which it will be provided and the place where it will be provided; and
(B) if the company declines to provide any
demanded information, the company shall state its reasons for declining to the member in a record.
(c) Whenever this Act or an operating agreement provides for a member to give or withhold consent to a matter, before the consent is given or withheld, the company shall, without demand, provide the member with all information that is known to the company that is material to the member's decision.
(d) Within 10 days after a demand made in a record received by the limited liability company, a dissociated member may have access to information to which the person was entitled while a member if the information pertains to the period during which the person was a member, and the person seeks the information in good faith for a purpose consistent with subsection (a). The company shall respond to a demand made pursuant to this subsection in the manner provided in subdivisions (A) and (B) of paragraph (2) of subsection (b).
(e) A limited liability company may charge a person that makes a demand under this Section the reasonable costs of copying, limited to the costs of labor and material.
(f) A member or dissociated member may exercise rights under this Section through an agent or, in the case of an individual under legal disability, a legal representative. Any restriction or condition imposed by the operating agreement or under subsection (h) applies both to the agent or legal representative and the member or dissociated member.
(g) The rights under this Section do not extend to a person as transferee.
(h) In addition to any restriction or condition stated in its operating agreement, the limited liability company, as a matter within the ordinary course of its activities, may impose reasonable restrictions and conditions on access to and use of information to be furnished under this Section including, but not limited to, the designation of information such as trade secrets or information subject to confidentiality agreements with third parties as confidential with appropriate nondisclosure and safeguarding obligations. In a dispute concerning the reasonableness of a restriction or designation under this subsection, the company has the burden of proving reasonableness.
(i) This Section does not limit or restrict the right to inspect and copy records as provided in subsection (b) of Section 1-40.
(j) If the company fails to provide any information required to be provided by this Section, the person entitled to the information may file an action to compel the company to provide the information and to obtain such other legal or equitable relief as may be proper. If the court finds that the company failed to comply with the requirements of this Section, the court may award the plaintiff its reasonable costs and attorney's fees incurred in bringing and prosecuting the action. The court may, in connection with any information described in subsection (h), impose such restrictions and conditions on access to and use of such information as it deems appropriate based on the reasonable needs of the company and the member in question.
(Source: P.A. 101-553, eff. 1-1-20
805 ILCS 180/Art. 13
(805 ILCS 180/Art. 13 heading)
Relations of members and managers to
persons dealing with limited liability company
805 ILCS 180/13-5
(805 ILCS 180/13-5)
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)
Limited liability company liable for member or manager's
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)
Statement of authority.
(a) A limited liability company may deliver to the Secretary of State for filing a statement of authority. The statement shall be executed and filed in accordance with Section 5-45 of this Act and:
(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 shall be executed and filed in accordance with Section 5-45 of this Act and 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. 101-553, eff. 1-1-20
805 ILCS 180/13-20
(805 ILCS 180/13-20)
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
805 ILCS 180/Art. 15
(805 ILCS 180/Art. 15 heading)