ILCS » Chapter 805 · Act 180
Illinois Compiled Statutes

805 ILCS 180/10-10 (2026)

Liability of members and managers

✓ current as of May 2026
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(805 ILCS 180/10-10)
    Sec. 10-10. Liability of members and managers.
    (a) Except as otherwise provided in subsections (a-5) and (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, and torts, and, subject to subsection (c), court-imposed equitable remedies, such as piercing the limited liability company veil. The purpose of this subsection (a-5) is to supersede 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 his, her, or its own wrongful acts or omissions, even when acting or purporting to act on behalf of a limited liability company.
    (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 which all timely appeals have not been exhausted before the effective date of this amendatory Act of the 103rd General Assembly and all future actions commenced on or after the effective date of this amendatory Act of the 103rd General Assembly.
(Source: P.A. 103-920, eff. 1-1-25.)

    
Notes of Decisions
Cited in 42 cases (14 in the last 5 years), 2002–2026 · leading case: Dass v. Yale, 2013 IL App (1st) 122520 (Ill. App. Ct. 2014).
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Dass v. Yale, 2013 IL App (1st) 122520 (Ill. App. Ct. 2014). · cites it 5× “They claim that the legislature never intended section 10-10 of the Limited Liability Company Act (the LLC Act) (805 ILCS 180/10-10 (West 2010)) to shield limited liability company members or managers who commit fraud.”
Doherty v. Country Faire Conversion, LLC, 2020 IL App (1st) 192385 (Ill. App. Ct. 2020). · cites it 3× “07 provided the company “shall, to the maximum extent permitted under Section 15-10 of the [Limited Liability Company] Act [(805 ILCS 180/10-10 (West 2018))], indemnify and make advances for expenses to Manager, its employees, officers, directors, shareholders and other agents.”
Carollo v. Irwin, 2011 IL App (1st) 102765 (Ill. App. Ct. 2011). · cites it 3× “” 805 ILCS 180/10-10(b) (West 1996). ¶ 55 However, when the legislature amended section 10-10 of the Limited Liability Company Act in 1997, it specifically removed the provision that allowed a member or manager of an LLC to be held personally liable for the unauthorized exercise…”
Lewis, Yockey & Brown, Inc. v. Fetzer, 2022 IL App (4th) 210599 (Ill. App. Ct. 2022). · cites it 6× “” 805 ILCS 180/10-10 (West 1994). If section 10-10 of the Limited Liability Company Act (805 ILCS 180/10-10 (West 2020)) still read that way, Benzakry would be on firmer legal footing.”
Robert Siragusa v. Arturo Collazo, 817 F.3d 1047 (7th Cir. 2016). “” 805 ILCS 180/10-10(a). The word “solely” suggests a possible escape hatch for the Siragusas, but they have failed to present any veil-piercing theory that would make Collazo liable under the promissory notes, leaving them to argue only that he fraudulently induced them to give…”
Fifth Third Mortg. Co. v. Ira Kaufman, 934 F.3d 585 (7th Cir. 2019). “Section 10-10 of the Illinois LLC Act provides that "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.”
John Isfan Constr., Inc. v. Longwood Towers, LLC, 2016 IL App (1st) 143211 (Ill. App. Ct. 2016). “(805 ILCS 180/10-10 (West 2010)), Isfan asserted that the Husmans were liable because they received “unlawful distributions” from Longwood during the time that Longwood owed money to Isfan.”
Carollo v. Irwin, 959 N.E.2d 77 (Ill. App. Ct. 2011). · cites it 7× “We also hold: (2) the contract in any event was not enforceable because there was no buyer bound by the contract where (a) the LLC was never subsequently formed and never ratified the contract or authorized Scott Mason to enter into it, and (b) Scott Mason cannot be individually…”
Sec. Inv. Prot. Corp. v. R.D. Kushnir & Co., 274 B.R. 768 (Bankr. N.D. Ill. 2002). “Under the Illinois Limited Liability Act (“Act”), 805 ILCS 180/10-10 (as amended effective January 1, 1994): § 10-10.”
Joseph Kubican v. The Tavern, LLC, d/b/a Bubba's Bar & Grill, 752 S.E.2d 299 (W. Va. 2013). “See 805 ILCS 180/10-10 (a), (c), & (d) (West 2008).”
Conxall Corp. v. Iconn Sys., LLC, 2016 IL App (1st) 140158 (Ill. App. Ct. 2016). “Yale, 2013 IL App (1st) 122520, ¶ 40 (where this court made a similar conclusion based on the fact that the legislature in adopting the Limited Liability Company Act (805 ILCS 180/10-10 (West 2010)), did not adopt the relevant comment of the Uniform Limited Liability Company Act…”
Conxall Corp. v. Iconn Sys., LLC, 2016 IL App (1st) 140158 (Ill. App. Ct. 2016). “Yale, 2013 IL App (1st) 122520 , ¶ 40 - 19 - (where this court made a similar conclusion based on the fact that the legislature in adopting the Limited Liability Company Act (805 ILCS 180/10-10 (West 2010)) did not adopt the relevant comment of the Uniform Limited Liability…”
Show all 42 citing cases →
— 805 ILCS 180/10-10(a) — 21 cases
Robert Siragusa v. Arturo Collazo, 817 F.3d 1047 (7th Cir. 2016). “” 805 ILCS 180/10-10(a). The word “solely” suggests a possible escape hatch for the Siragusas, but they have failed to present any veil-piercing theory that would make Collazo liable under the promissory notes, leaving them to argue only that he fraudulently induced them to give…”
Dass v. Yale, 2013 IL App (1st) 122520 (Ill. App. Ct. 2014). “They claim that the legislature never intended section 10-10 of the Limited Liability Company Act (the LLC Act) (805 ILCS 180/10-10 (West 2010)) to shield limited liability company members or managers who commit fraud.”
Fifth Third Mortg. Co. v. Ira Kaufman, 934 F.3d 585 (7th Cir. 2019). “Section 10-10 of the Illinois LLC Act provides that "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.”
Lewis, Yockey & Brown, Inc. v. Fetzer, 2022 IL App (4th) 210599 (Ill. App. Ct. 2022). “” 805 ILCS 180/10-10 (West 1994). If section 10-10 of the Limited Liability Company Act (805 ILCS 180/10-10 (West 2020)) still read that way, Benzakry would be on firmer legal footing.”
Carollo v. Irwin, 959 N.E.2d 77 (Ill. App. Ct. 2011). “We also hold: (2) the contract in any event was not enforceable because there was no buyer bound by the contract where (a) the LLC was never subsequently formed and never ratified the contract or authorized Scott Mason to enter into it, and (b) Scott Mason cannot be individually…”
— 805 ILCS 180/10-10(b) — 2 cases
Carollo v. Irwin, 2011 IL App (1st) 102765 (Ill. App. Ct. 2011). “” 805 ILCS 180/10-10(b) (West 1996). ¶ 55 However, when the legislature amended section 10-10 of the Limited Liability Company Act in 1997, it specifically removed the provision that allowed a member or manager of an LLC to be held personally liable for the unauthorized exercise…”
Carollo v. Irwin, 959 N.E.2d 77 (Ill. App. Ct. 2011). “We also hold: (2) the contract in any event was not enforceable because there was no buyer bound by the contract where (a) the LLC was never subsequently formed and never ratified the contract or authorized Scott Mason to enter into it, and (b) Scott Mason cannot be individually…”
— 805 ILCS 180/10-10(c) — 7 cases
Carollo v. Irwin, 2011 IL App (1st) 102765 (Ill. App. Ct. 2011). “” 805 ILCS 180/10-10(b) (West 1996). ¶ 55 However, when the legislature amended section 10-10 of the Limited Liability Company Act in 1997, it specifically removed the provision that allowed a member or manager of an LLC to be held personally liable for the unauthorized exercise…”
Carollo v. Irwin, 959 N.E.2d 77 (Ill. App. Ct. 2011). “We also hold: (2) the contract in any event was not enforceable because there was no buyer bound by the contract where (a) the LLC was never subsequently formed and never ratified the contract or authorized Scott Mason to enter into it, and (b) Scott Mason cannot be individually…”
Daniel v. Ripoli, 2015 IL App (1st) 122607 (Ill. App. Ct. 2015).
William E. Baker, Jr. (Bankr. C.D. Ill. 2022).
Daniel v. Ripoli, 2015 IL App (1st) 122607 (Ill. App. Ct. 2015).
— 805 ILCS 180/10-10(d) — 6 cases
Lewis, Yockey & Brown, Inc. v. Fetzer, 2022 IL App (4th) 210599 (Ill. App. Ct. 2022). “” 805 ILCS 180/10-10 (West 1994). If section 10-10 of the Limited Liability Company Act (805 ILCS 180/10-10 (West 2020)) still read that way, Benzakry would be on firmer legal footing.”
Carollo v. Irwin, 959 N.E.2d 77 (Ill. App. Ct. 2011). “We also hold: (2) the contract in any event was not enforceable because there was no buyer bound by the contract where (a) the LLC was never subsequently formed and never ratified the contract or authorized Scott Mason to enter into it, and (b) Scott Mason cannot be individually…”
Daniel v. Ripoli, 2015 IL App (1st) 122607 (Ill. App. Ct. 2015).
Benavente v. Mumford, 2024 IL App (1st) 231920-U (Ill. App. Ct. 2024).
Daniel v. Ripoli, 2015 IL App (1st) 122607 (Ill. App. Ct. 2015).
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