Illinois Compiled Statutes
805 ILCS 5/3.20 (2026)
Unauthorized assumption of corporate powers
✓ current as of May 2026
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(805 ILCS 5/3.20)
(from Ch. 32, par. 3.20)
Sec. 3.20.
Unauthorized assumption of corporate powers.
All persons
who assume to exercise corporate powers without authority so to do shall
be jointly and severally liable for all debts and liabilities incurred or
arising as a result thereof.
(Source: P.A. 83-1025.)
Notes of Decisions
Cited in 14
cases (2 in the last 5 years), 1994–2025 · leading case: Puleo v. Topel, 856 N.E.2d 1152 (Ill. App. Ct. 2006).
Puleo v. Topel, 856 N.E.2d 1152 (Ill. App. Ct. 2006). “” 805 ILCS 5/3.20 (West 2004). Moreover, we observe that section 35 — 7 of the Act explicitly provides that a member or manager of an LLC who, with knowledge of the dissolution, exceeds the scope of his authority during the wrapping up of a company’s business is liable to the…”
Mid-Am. Elevator Co. v. Norcon, Inc., 679 N.E.2d 387 (Ill. App. Ct. 1997). “” 805 ILCS 5/3.20 (West 1994). This section by its plain language pertains to debts or liabilities incurred or arising as a result of the illicit continuation of business.”
Carollo v. Irwin, 2011 IL App (1st) 102765 (Ill. App. Ct. 2011). “” 805 ILCS 5/3.20 (West 2006). ¶ 54 The Limited Liability Company Act had a provision similar to section 3.”
H & H Press, Inc. v. Axelrod, 638 N.E.2d 333 (Ill. App. Ct. 1994). “Finally, defendants assert that the trial court erred in finding that defendant Amy Kulek, a/k/a Amy Axelrod, was personally liable for the judgment in favor of plaintiffs.”
Cardem, Inc. v. Marketron Int'l, Ltd., 749 N.E.2d 477 (Ill. App. Ct. 2001). “65(a)(3) of the Act (805 ILCS 5/3.20, 8.65(a)(3) (West 1998)) and concluded that these sections did not require that the Kaulases be held personally liable.”
Affiliated Capital Corp. v. Buck, 886 F. Supp. 647 (N.D. Ill. 1995). “2d 45, 48 (1975); 805 ILCS 5/3.20 (1994). Whether an individual incurs personal liability for an obligation undertaken for a dissolved corporation depends upon the knowledge of the parties.”
Carollo v. Irwin, 959 N.E.2d 77 (Ill. App. Ct. 2011). “" 805 ILCS 5/3.20 (West 2006). ¶ 54 The Limited Liability Company Act had a provision similar to section 3.”
Brown Leasing, Inc. v. Stone, 673 N.E.2d 430 (1996). “20 of the Illinois Business Corporation Act of 1983 (the Act) (805 ILCS 5/3.20 (West 1994)) renders all persons who exercise corporate powers without authority personally liable for all debts and liabilities incurred or arising as a result thereof.”
Nat'l Roofing Indus. Pension Plan v. Taylor Roofing Solutions, Inc. (E.D. Mo. 2022). “” See also 805 ILCS 5/3.20 (“All persons who assume to exercise corporate powers without authority so to do shall be jointly and severally liable for all debts and liabilities incurred or arising as a result thereof.”
Trs. of the Sheet Metal Workers' Local 36 401(k) Plan v. Morris (E.D. Mo. 2025). “See 805 ILCS 5/3.20 (“All persons who assume to exercise corporate powers without authority so to do shall be jointly and severally liable for all debts and liabilities incurred or arising as a result thereof”); Affiliated Capital Corp.”
Brown Leasing, Inc. v. Stone (Ill. App. Ct. 1996). “20 of the Illinois Business Corporation Act of 1983 (the Act) (805 ILCS 5/3.20 (West 1994)) renders all persons who exercise corporate powers without authority personally liable for all debts and liabilities incurred or arising as a result thereof.”
Cardem, Inc. v. Marketron Int'l, Ltd. (Ill. App. Ct. 2001). “65(a)(3) of the Act (805 ILCS 5/3.20, 8.65(a)(3) (West 1998)) and concluded that these sections did not require that the Kaulases be held personally liable.”
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