LLC Liability of Members, Managing Members, and Managers

Liability of members, managing members, and manager in a Limited Liability Company

(1) Except as provided in this chapter, the members, managers, and managing members of a limited liability company are not liable, solely by reason of being a member or serving as a manager or managing member, under a judgment, decree, or order of a court, or in any other manner, for a debt, obligation, or liability of the limited liability company;
(2) Any such member, managing member, manager, or other person acting under the articles of organization or operating agreement of a limited liability company is not liable to the limited liability company or to any such other member, managing member, or manager for the member’s, managing member’s, manager’s, or other person’s good faith reliance on the provisions of the limited liability company’s articles of organization or operating agreement; and
(3) The member’s, managing member’s, manager’s, or other person’s duties and liabilities may be expanded or restricted by provisions in a limited liability company’s articles of organization or operating agreement.

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