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Illinois Compiled Statutes

805 ILCS 5/8.65 (2026)

Liability of directors in certain cases

✓ current as of May 2026
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(805 ILCS 5/8.65) (from Ch. 32, par. 8.65)
    Sec. 8.65. Liability of directors in certain cases.
    (a) In addition to any other liabilities imposed by law upon directors of a corporation, they are liable as follows:
        (1) The directors of a corporation who vote for or
    
assent to any distribution prohibited by Section 9.10 of this Act shall be jointly and severally liable to the corporation for the amount of such distribution.
        (2) If a dissolved corporation shall proceed to bar
    
any known claims against it under Section 12.75, the directors of such corporation who fail to take reasonable steps to cause the notice required by Section 12.75 of this Act to be given to any known creditor of such corporation shall be jointly and severally liable to such creditor for all loss and damage occasioned thereby.
        (3) Unless dissolution is subsequently revoked
    
pursuant to Section 12.25 of this Act, the directors of a corporation that carries on its business after the filing by the Secretary of State of articles of dissolution with respect to a voluntary dissolution authorized as provided by this Act, otherwise than as necessary or appropriate to wind up and liquidate its business and affairs, shall be jointly and severally liable to the creditors of such corporation for all debts and liabilities of the corporation incurred in so carrying on its business. Directors of a corporation that carries on its business during a period of administrative dissolution shall not be liable under this paragraph (a)(3) if the Secretary of State subsequently files an application for reinstatement under subsection (c) of Section 12.45, which reinstatement shall have the effect described in subsection (d) of Section 12.45.
    (b) A director of a corporation who is present at a meeting of its board of directors at which action on any corporate matter is taken is conclusively presumed to have assented to the action taken unless his or her dissent is entered in the minutes of the meeting or unless he or she files his or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or forwards such dissent by registered or certified mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent does not apply to a director who voted in favor of such action.
    (c) A director shall not be liable for a distribution of assets to the shareholders of a corporation in excess of the amount authorized by Section 9.10 of this Act if he or she relied and acted in good faith upon a balance sheet and profit and loss statement of the corporation represented to him or her to be correct by the president or the officer of such corporation having charge of its books of account, or certified by an independent public or certified public accountant or firm of such accountants to fairly reflect the financial condition of such corporation, nor shall he or she be so liable if in good faith in determining the amount available for any such dividend or distribution he or she considered the assets to be of their book value.
    (d) Any director against whom a claim is asserted under this Section and who is held liable thereon, is entitled to contribution from the other directors who are likewise liable thereon.
    Any director against whom a claim is asserted for the improper distribution of assets of a corporation and who is held liable thereon, is entitled to contribution from the shareholders who knowingly accepted or received any such distribution in proportion to the amounts received by them respectively.
(Source: P.A. 98-776, eff. 1-1-15.)

    
Notes of Decisions
Cited in 22 cases (2 in the last 5 years), 1994–2025 · leading case: Kennedy v. Four Boys Labor Servs., Inc., 664 N.E.2d 1088 (Ill. App. Ct. 1996).
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Kennedy v. Four Boys Labor Servs., Inc., 664 N.E.2d 1088 (Ill. App. Ct. 1996). · cites it 3× “75 of the Business Corporation Act of 1983 (Business Corporation Act) (805 ILCS 5/8.65(a)(2), 12.75 (West 1994)).”
Mid-Am. Elevator Co. v. Norcon, Inc., 679 N.E.2d 387 (Ill. App. Ct. 1997). · cites it 3× “65(a)(3) of the Business Corporation Act of 1983 (Act) (805 ILCS 5/8.65(a)(3) (West 1994)), which is inapplicable to the situation at bar.”
Doctor's Data, Inc. v. Barrett, 170 F. Supp. 3d 1087 (N.D. Ill. 2016). “70 See generally 805 ILCS 5/8.65(3) (“[T]he directors of a corporation that carries on its business after the filing by the Secretary of State of articles of dissolution .”
Int'l Bus. MacHines Corp. v. Martin Prop. & Cas. Ins. Agency, Inc., 666 N.E.2d 866 (Ill. App. Ct. 1996). · cites it 2× “805 ILCS 5/8.65(a) (West 1994). The defendants failed to appear in the circuit court to answer the claims brought against them.”
Hamilton v. Conley, 827 N.E.2d 949 (Ill. App. Ct. 2005). “65(3) of the Act (805 ILCS 5/8.65(3) (West 2002)) states: “The directors of a corporation that carries on its business after the filing by the Secretary of State of articles of dissolution, otherwise than so far as may be necessary for the winding up thereof, shall be jointly…”
Kolson v. Vembu, 869 F. Supp. 1315 (N.D. Ill. 1994). · cites it 2× “Finally, they contend that Vembu is personally liable for the entire sum guaranteed by Robex either under a common-law theory allowing such creditors to “pierce the corporate veil” or under the Illinois Business Corporation Act, 805 ILCS 5/8.65 and 5/9.10. Kolson and Weinsteins…”
Aardema v. Fitch, 684 N.E.2d 884 (Ill. App. Ct. 1997). · cites it 2× “805 ILCS 5/8.65(b) (West 1994) (section 8.”
People v. Day, 2011 IL App (2d) 91358 (Ill. App. Ct. 2011). “3d 827, 832 (1972) (where corporate directors made a loan to themselves from the corporation, they were jointly and severally liable to the corporation for the amount of such loan); see also 805 ILCS 5/8.65(a)(1) (West 2008) (business corporation act provision stating that…”
Bachrach Clothing, Inc. v. Bachrach (In re Bachrach Clothing, Inc.), 480 B.R. 820 (Bankr. N.D. Ill. 2012). “See 805 ILCS 5/8.65; 805 ILCS 5/9.10; Wieboldt, 94 B.”
Cardem, Inc. v. Marketron Int'l, Ltd., 749 N.E.2d 477 (Ill. App. Ct. 2001). “” 805 ILCS 5/8.65(a)(3) (West 1998). We believe that the court in Chicago Title & Trust correctly read section 8.”
Hach Co. v. Hakuto Co., Ltd., 784 F. Supp. 2d 977 (N.D. Ill. 2011). · cites it 2× “805 ILCS 5/8.65(2). Defendants argue that Illinois’ fiduciary shield doctrine prevents the court from granting discovery into the issue of personal jurisdiction over him based on his position as a director of Hakuto America 9 because the doctrine prevents Illinois courts from…”
Forsythe-Fournier v. Isaacson, 857 N.E.2d 826 (Ill. App. Ct. 2006). “See 805 ILCS 5/8.65(a)(3) (West 1994). In Campisano v.”
Show all 22 citing cases →
— 805 ILCS 5/8.65(2) — 1 case
Hach Co. v. Hakuto Co., Ltd., 784 F. Supp. 2d 977 (N.D. Ill. 2011). “805 ILCS 5/8.65(2). Defendants argue that Illinois’ fiduciary shield doctrine prevents the court from granting discovery into the issue of personal jurisdiction over him based on his position as a director of Hakuto America 9 because the doctrine prevents Illinois courts from…”
— 805 ILCS 5/8.65(3) — 3 cases
Doctor's Data, Inc. v. Barrett, 170 F. Supp. 3d 1087 (N.D. Ill. 2016). “70 See generally 805 ILCS 5/8.65(3) (“[T]he directors of a corporation that carries on its business after the filing by the Secretary of State of articles of dissolution .”
Hamilton v. Conley, 827 N.E.2d 949 (Ill. App. Ct. 2005). “65(3) of the Act (805 ILCS 5/8.65(3) (West 2002)) states: “The directors of a corporation that carries on its business after the filing by the Secretary of State of articles of dissolution, otherwise than so far as may be necessary for the winding up thereof, shall be jointly…”
Hamilton v. Conley (Ill. App. Ct. 2005).
— 805 ILCS 5/8.65(a) — 1 case
Int'l Bus. MacHines Corp. v. Martin Prop. & Cas. Ins. Agency, Inc., 666 N.E.2d 866 (Ill. App. Ct. 1996). “805 ILCS 5/8.65(a) (West 1994). The defendants failed to appear in the circuit court to answer the claims brought against them.”
— 805 ILCS 5/8.65(a)(1) — 3 cases
People v. Day, 2011 IL App (2d) 91358 (Ill. App. Ct. 2011). “3d 827, 832 (1972) (where corporate directors made a loan to themselves from the corporation, they were jointly and severally liable to the corporation for the amount of such loan); see also 805 ILCS 5/8.65(a)(1) (West 2008) (business corporation act provision stating that…”
Kolson v. Vembu, 869 F. Supp. 1315 (N.D. Ill. 1994). “Finally, they contend that Vembu is personally liable for the entire sum guaranteed by Robex either under a common-law theory allowing such creditors to “pierce the corporate veil” or under the Illinois Business Corporation Act, 805 ILCS 5/8.65 and 5/9.10. Kolson and Weinsteins…”
People v. Day, 958 N.E.2d 300 (Ill. App. Ct. 2011).
— 805 ILCS 5/8.65(a)(2) — 4 cases
Kennedy v. Four Boys Labor Servs., Inc., 664 N.E.2d 1088 (Ill. App. Ct. 1996). “75 of the Business Corporation Act of 1983 (Business Corporation Act) (805 ILCS 5/8.65(a)(2), 12.75 (West 1994)).”
Int'l Bus. MacHines Corp. v. Martin Prop. & Cas. Ins. Agency, Inc., 666 N.E.2d 866 (Ill. App. Ct. 1996). “805 ILCS 5/8.65(a) (West 1994). The defendants failed to appear in the circuit court to answer the claims brought against them.”
White v. Funeral Fin. Sys., Ltd, 2022 IL App (1st) 201385-U (Ill. App. Ct. 2022).
Trs. of the Sheet Metal Workers' Local 36 401(k) Plan v. Morris (E.D. Mo. 2025).
— 805 ILCS 5/8.65(a)(3) — 7 cases
Mid-Am. Elevator Co. v. Norcon, Inc., 679 N.E.2d 387 (Ill. App. Ct. 1997). “65(a)(3) of the Business Corporation Act of 1983 (Act) (805 ILCS 5/8.65(a)(3) (West 1994)), which is inapplicable to the situation at bar.”
Cardem, Inc. v. Marketron Int'l, Ltd., 749 N.E.2d 477 (Ill. App. Ct. 2001). “” 805 ILCS 5/8.65(a)(3) (West 1998). We believe that the court in Chicago Title & Trust correctly read section 8.”
Forsythe-Fournier v. Isaacson, 857 N.E.2d 826 (Ill. App. Ct. 2006). “See 805 ILCS 5/8.65(a)(3) (West 1994). In Campisano v.”
ITT Com. Fin. Corp. v. Unlimited Auto., Inc., 166 B.R. 637 (N.D. Ill. 1994).
Cardem, Inc. v. Marketron Int'l, Ltd. (Ill. App. Ct. 2001).
— 805 ILCS 5/8.65(b) — 2 cases
Aardema v. Fitch, 684 N.E.2d 884 (Ill. App. Ct. 1997). “805 ILCS 5/8.65(b) (West 1994) (section 8.”
Aardema v. Fitch (Ill. App. Ct. 1997).
— 805 ILCS 5/8.65(d) — 2 cases
Aardema v. Fitch, 684 N.E.2d 884 (Ill. App. Ct. 1997). “805 ILCS 5/8.65(b) (West 1994) (section 8.”
Aardema v. Fitch (Ill. App. Ct. 1997).
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