N.Y. Ltd. Liab. Co. Law § 609

§ 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 (c) Notwithstanding the provisions of subdivisions (a) and (b) of this\nsection, the ten members with the largest percentage ownership interest,\nas determined as of the beginning of the period during which the unpaid\nservices referred to in this section are performed, of every limited\nliability company, shall jointly and severally be personally liable for\nall debts, wages or salaries due and owing to any of its laborers,\nservants or employees, for services performed by them for such limited\nliability company. Before such laborer, servant or employee shall charge\nsuch member for such services, he or she shall give notice in writing to\nsuch member that he or she intends to hold such member liable under this\nsection. Such notice shall be given within one hundred eighty days after\ntermination of such services. An action to enforce such liability shall\nbe commenced within ninety days after the return of an execution\nunsatisfied against the limited liability company upon a judgment\nrecovered against it for such services. A member who has paid more than\nhis or her pro rata share under this section shall be entitled to\ncontribution pro rata from the other members liable under this section\nwith respect to the excess so paid, over and above his or her pro rata\nshare, and may sue them jointly or severally or any number of them to\nrecover the amount due from them. Such recovery may be had in a separate\naction. As used in this subdivision, "pro rata" means in proportion to\npercentage ownership interest. Before a member may claim contribution\nfrom other members under this section, he or she shall give them notice\nin writing that he or she intends to hold them so liable to him or her.\n (d) For the purposes of this section, wages or salaries shall mean all\ncompensation and benefits payable by an employer to or for the account\nof the employee, servant or laborer, for services performed by them for\nsuch limited liability company. These shall specifically include but not\nbe limited to salaries, overtime, vacation, holiday and severance pay;\nemployer contributions to or payments of insurance or welfare benefits;\nemployer contributions to pension or annuity funds; and any other moneys\nproperly due or payable for services rendered by such employee, servant\nor laborer, including any concomitant liquidated damages, penalties,\ninterest, attorneys' fees or costs.\n