Relations of Members and Managers to Persons Dealing with Limited Liability Company

V.S.A. tit. 11, ch. 25, subch. 3

in effect

11 V.S.A. § 4041 No agency power of member as member

4041. No agency power of member as member (a) A member is not an agent of a limited liability company solely by reason of being a member. (b) A person’s status as a member does not prevent or restrict law other than this title from imposing liability on a limited liability company because of the person’s conduct. Added 2015, No. 17, § 2.

11 V.S.A. § 4042 Liability of members and managers

4042. Liability of members and managers (a) The debts, obligations, or other liabilities of a limited liability company, whether arising in contract, tort, or otherwise: (1) are solely the debts, obligations, or other liabilities of the company; and (2) do not become the debts, obligations, or other liabilities of a member or manager solely by reason of the member acting as a member or the manager acting as a manager. (b) The failure of a limited liability company to observe any particular formalities relating to the exercise of its power or management of its activities is not a ground for imposing liability on a member or manager for the debts, obligations, or other liabilities of the company. Added 2015, No. 17, § 2.

Source: Vermont General Assembly (legislature.vermont.gov)URL: https://legislature.vermont.gov/statutes/chapter/11/025Fetched: 10/21/2026