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N.Y. Ltd. Liab. Co. Law § 609

Liability of members, managers and agents

Showing this section's text as in effect on January 1, 2015 (in force January 1, 2015 – January 1, 2016). View current text →

§ 609. Liability of members, managers and agents. (a) Neither a member\nof a limited liability company, a manager of a limited liability company\nmanaged by a manager or managers nor an agent of a limited liability\ncompany (including a person having more than one such capacity) is\nliable for any debts, obligations or liabilities of the limited\nliability company or each other, whether arising in tort, contract or\notherwise, solely by reason of being such member, manager or agent or\nacting (or omitting to act) in such capacities or participating (as an\nemployee, consultant, contractor or otherwise) in the conduct of the\nbusiness of the limited liability company.\n (b) Notwithstanding the provisions of subdivision (a) of this section,\nall or specified members of a limited liability company may be liable in\ntheir capacity as members for all or specified debts, obligations or\nliabilities of a limited liability company if (l) a statement to such\neffect is specifically contained in the articles of organization of the\nlimited liability company and (2) any such member so liable shall have\n(i) specifically consented in writing (A) to the adoption of such\nprovisions or (B) to be bound by such provision or (ii) specifically\nvoted for the adoption of such provision. The absence of either such\nstatement in the articles of organization or such consent or vote of any\nsuch member shall in no way affect or impair the ability of a member to\nact as a guarantor or a surety for, provide collateral for or otherwise\nbe liable for, the debts, obligations or liabilities of a limited\nliability company as authorized pursuant to section six hundred eleven\nof this article.\n

Official source: NYS Open Legislation (New York State Senate). Reproduced from public-domain New York statutes; confirm against the official source for the current text. Not legal advice.