For all attorneys and others planning for or litigating liability issues in relation to Illinois limited liability companies BEWARE that important substantive amendments to the Illinois Limited Liability Company Act have been enacted as Pubic Act 101-0553. The amendments, which become effective January 1, 2020, makes several meaningful modifications to the LLC Act.
Particularly for those relying upon Dass v. Yale, 2013 IL App (1st) 122520 for member and manager immunity from liability, that case has been expressly overruled by statute.
See the following amendment to 805 ILCS 180/10-10, effective 1-1-2020:
(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.
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