ILCS » Chapter 805 · Act 180
Illinois Compiled Statutes

805 ILCS 180/13-5 (2026)

No agency power of a member as member

✓ current as of May 2026
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(805 ILCS 180/13-5)
    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.)

    
Notes of Decisions
Cited in 4 cases (1 in the last 5 years), 2009–2022 · leading case: Carollo v. Irwin, 2011 IL App (1st) 102765 (Ill. App. Ct. 2011).
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Carollo v. Irwin, 2011 IL App (1st) 102765 (Ill. App. Ct. 2011). · cites it 2× “) 805 ILCS 180/13-5(a)(1) (West 2006). ¶ 44 Further, “[a]n 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…”
Cement-Lock v. Gas Tech. Inst., 618 F. Supp. 2d 856 (N.D. Ill. 2009). “Plaintiffs cite 805 ILCS 180/13-5 for the proposition that a member of a limited liability company is not an agent of the company merely by virtue of his membership, nor are his actions binding without the authorization of other members.”
Carollo v. Irwin, 959 N.E.2d 77 (Ill. App. Ct. 2011). · cites it 2× “) 805 ILCS 180/13-5(a)(1) (West 2006). ¶ 44 Further, "[a]n 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…”
The Ridgeland Corp v. Stonedry, LLC, 2022 IL App (1st) 200259-U (Ill. App. Ct. 2022). “See 805 ILCS 180/13-5 et seq.) The evidence and law will show that the December 1, 2015 Settlement Agreement thus was invalid because Schcolnik couldn’t and didn’t bind Stonedry to that agreement or any other.”
— 805 ILCS 180/13-5(a)(1) — 2 cases
Carollo v. Irwin, 2011 IL App (1st) 102765 (Ill. App. Ct. 2011). “) 805 ILCS 180/13-5(a)(1) (West 2006). ¶ 44 Further, “[a]n 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…”
Carollo v. Irwin, 959 N.E.2d 77 (Ill. App. Ct. 2011). “) 805 ILCS 180/13-5(a)(1) (West 2006). ¶ 44 Further, "[a]n 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…”
— 805 ILCS 180/13-5(b)(2) — 2 cases
Carollo v. Irwin, 2011 IL App (1st) 102765 (Ill. App. Ct. 2011). “) 805 ILCS 180/13-5(a)(1) (West 2006). ¶ 44 Further, “[a]n 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…”
Carollo v. Irwin, 959 N.E.2d 77 (Ill. App. Ct. 2011). “) 805 ILCS 180/13-5(a)(1) (West 2006). ¶ 44 Further, "[a]n 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…”
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