You Can’t Dissolve Your Way Out of Withdrawal Liability

Chicago’s Signature Room closed three years ago. The company is dissolved. One owner has died. And the NLRB case is still very much alive — now aimed at an officer personally.

Per the Board’s decision, Infusion Management Group, which ran The Signature Room at the 95th, shut down and laid off its UNITE HERE Local 1 employees without bargaining over the effects — an alleged 8(a)(5) violation. The union filed its charge back in October 2023.

Since then, the corporate entity was dissolved by the Illinois Secretary of State, and one of the principals passed away, you might assume that’s the end of it.

It isn’t. The General Counsel named officer Richard Roman as a “party in interest.” Why? Because a Board order against the company runs against its officers and agents — and, per longstanding Board law, an officer who refuses to disburse corporate funds to satisfy a backpay order can face contempt. Translation: when the company is gone, the agency looks for the people who can actually pay.

Notably, the employer didn’t lose this round. The GC moved for default judgment because the dissolved company never filed an answer. The Board said no. Because Roman would bear responsibility for compliance, he’s entitled to due process — a real hearing where he can contest the company’s liability and the backpay math. His answer blocked the default. The case was remanded for that hearing.

Two takeaways for employers.

First, effects bargaining obligations don’t vanish when you close a union shop. Shutting the doors is a decision; how it affects employees is still a mandatory subject. Skip it and the liability outlives the business.

Second, dissolving the LLC is not an exit strategy. Officers can be pulled in by name. The good news is you still get your day before an ALJ — but “the company doesn’t exist anymore” is not the shield people think it is.

Closing a unionized operation? The effects-bargaining call should happen before the announcement, not after the charge.