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New York Limited Liability Company Law Section 609 - Liability Of Members, Managers And Agents.

Legal Research Home > New York Lawyer > Limited Liability Company > New York Limited Liability Company Law Section 609 - Liability Of Members, Managers And Agents.

    § 609. Liability of members, managers and agents. (a) Neither a member
  of a limited liability company, a manager of a limited liability company
  managed  by  a  manager  or managers nor an agent of a limited liability
  company (including a person having  more  than  one  such  capacity)  is
  liable  for  any  debts,  obligations  or  liabilities  of  the  limited
  liability company or each other, whether arising in  tort,  contract  or
  otherwise,  solely  by  reason of being such member, manager or agent or
  acting (or omitting to act) in such capacities or participating  (as  an
  employee,  consultant,  contractor  or  otherwise) in the conduct of the
  business of the limited liability company.
    (b) Notwithstanding the provisions of subdivision (a) of this section,
  all or specified members of a limited liability company may be liable in
  their capacity as members for all or  specified  debts,  obligations  or
  liabilities  of  a  limited liability company if (l) a statement to such
  effect is specifically contained in the articles of organization of  the
  limited  liability  company and (2) any such member so liable shall have
  (i) specifically consented in  writing  (A)  to  the  adoption  of  such
  provisions  or  (B)  to  be bound by such provision or (ii) specifically
  voted for the adoption of such provision. The  absence  of  either  such
  statement in the articles of organization or such consent or vote of any
  such  member shall in no way affect or impair the ability of a member to
  act as a guarantor or a surety for, provide collateral for or  otherwise
  be  liable  for,  the  debts,  obligations  or  liabilities of a limited
  liability company as authorized pursuant to section six  hundred  eleven
  of this article.

Last modified: August 9, 2006