LegalFix
Sign In

§ 47-34A-303 Liability of members and managers

SD Codified L § 47-34A-303 (2019) (N/A)
Copy with citation
Copy as parenthetical citation

47-34A-303. Liability of members and managers. (a) Except as otherwise provided in subsection (c), the debts, obligations, and liabilities of a limited liability company, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the company. A member or manager is not personally liable for a debt, obligation, or liability of the company solely by reason of being or acting as a member or manager.

(b) The failure of a limited liability company to observe the usual company formalities or requirements relating to the exercise of its company powers or management of its business is not a ground for imposing personal liability on the members or managers for liabilities of the company.

(c) All or specified members of a limited liability company are liable in their capacity as members for all or specified debts, obligations, or liabilities of the company if:

(1) A provision to that effect is contained in the articles of organization; and

(2) A member so liable has consented in writing to the adoption of the provision or to be bound by the provision.Source: SL 1998, ch 272, § 303.

Previous Section
§ 47-34A-302 Limited liability company liable for member's or manager's actionable conduct.
Next Section
§ 47-34A-401 Becoming a member.