Section 609. Liability of members, managers and agents  


Latest version.
  • (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.