34-251a. Liability of members and managers.
(a) A debt, obligation or other liability of a limited liability company is solely the debt, obligation or other liability of the company. A member or manager is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation or other liability of the company solely by reason of being or acting as a member or manager. This subsection applies regardless of the dissolution of the company.
(b) The failure of a limited liability company to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on a member or manager of the company for a debt, obligation or other liability of the company.
(c) Nothing contained in sections 34-243 to 34-283d, inclusive, shall be interpreted to abolish, repeal, modify, restrict or limit the law in effect on July 1, 2017, in this state applicable to the professional relationship and liabilities between the person furnishing the professional services and the person receiving such professional service and to the standards for professional conduct, provided (1) any member, manager, agent or employee of a limited liability company rendering professional services formed under sections 34-243 to 34-283d, inclusive, shall be personally liable and accountable only for negligent or wrongful acts or misconduct committed by such person, or by any person under such person's direct supervision and control, while rendering professional services on behalf of the limited liability company to the person for whom such professional services were being rendered; and (2) the personal liability of members of a limited liability company rendering professional services formed under sections 34-243 to 34-283d, inclusive, in their capacity as members of such limited liability company, shall be not greater in any aspect than that of a shareholder who is an employee of a corporation formed under chapter 601. A limited liability company rendering professional services shall be liable for up to the full value of its property for any negligent or wrongful acts or misconduct committed by any of its members, managers, agents or employees while they are engaged on behalf of the limited liability company in the rendering of professional services.
(P.A. 16-97, S. 38.)
History: P.A. 16-97 effective July 1, 2017.
