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When Business Owners Are Personally Liable

·

By

ACL

The short answer

LLCs and corporations usually protect owners from the business’s debts, but not in every situation. Owners can become personally liable through personal guarantees, their own wrongful conduct, certain statutes, or a court’s decision to disregard the entity.

Why it matters

Many business owners assume the entity protects them completely. When a deal goes wrong, the exceptions are often where the real exposure sits.

Where it fits in your case

When a business cannot pay its debts, when an owner signs documents personally, or when a lawsuit names owners or officers individually.

What to expect

  • Personal guarantees. A signed guarantee makes the owner directly responsible for the debt it covers.

  • Your own conduct. Officers and owners can be personally liable for torts they personally commit or direct, such as fraud.

  • Piercing the veil. Courts may disregard the entity where there is a unity of interest between owner and company and respecting the separation would sanction a fraud or promote injustice.

  • Statutory liability. Some laws impose personal responsibility on officers, for example for certain unpaid wages or collected taxes.

  • How you sign. Signing without showing the company’s name and your title can create personal exposure.

What to do now

  • Review any guarantees you have signed.

  • Keep company and personal finances separate.

  • Sign contracts in the company’s name, with your title.

  • If sued personally, check whether business or personal insurance may respond.

What we need from you

The governing documents, any guarantees, the contract at issue, and the complaint if one has been filed.

Common misconceptions

  • “The LLC protects me from everything.” Guarantees, personal conduct, and some statutes create exceptions.

  • “Veil piercing requires fraud.” Illinois courts also consider whether respecting the entity would promote injustice.

This resource provides general information about Illinois and federal law, not legal advice about your situation. Reading it does not create an attorney-client relationship. The right answer often depends on the specific facts, contract language, policy wording, and deadlines involved.

ALLISONCHOLAW / BUSINESS LITIGATION & COUNSEL

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