Kentucky Statutes 275.150 – Immunity from personal liability
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(1) Except as provided in subsection (2) of this section or as otherwise specifically set forth in other sections in this chapter, no member, manager, employee, or agent of a limited liability company, including a professional limited liability company, shall be personally liable by reason of being a member, manager, employee, or agent of the limited liability company, under a judgment, decree, or order of a court, agency, or tribunal of any type, or in any other manner, in this or any other state, or on any other basis, for a debt, obligation, or liability of the limited liability company, whether arising in contract, tort, or otherwise. The status of a person as a member, manager, employee, or agent of a limited liability company, including a professional limited liability company, shall not subject the person to personal liability for the acts or omissions, including any negligence, wrongful act, or actionable misconduct, of any other member, manager, agent, or employee of the limited liability company. That a limited liability company has a single member or a single manager is not a basis for setting aside the rule otherwise recited in this subsection.
(2) Notwithstanding the provisions of subsection (1) of this section, under a written operating agreement or under another written agreement, a member or manager may agree to be obligated personally for any of the debts, obligations, and liabilities of the limited liability company.
(3) Subsection (1) of this section shall not affect the liability of a member, manager, employee, or agent of a limited liability company for his or her own negligence, wrongful acts, or misconduct.
Effective: July 12, 2012
History: Amended 2012 Ky. Acts ch. 81, sec. 105, effective July 12, 2012. — Amended
2010 Ky. Acts ch. 133, sec. 31, effective July 15, 2010. — Amended 1998 Ky. Acts ch. 341, sec. 26, effective July 15, 1998. — Created 1994 Ky. Acts ch. 389, sec. 30, effective July 15, 1994.
(2) Notwithstanding the provisions of subsection (1) of this section, under a written operating agreement or under another written agreement, a member or manager may agree to be obligated personally for any of the debts, obligations, and liabilities of the limited liability company.
Terms Used In Kentucky Statutes 275.150
- Company: may extend and be applied to any corporation, company, person, partnership, joint stock company, or association. See Kentucky Statutes 446.010
- Contract: A legal written agreement that becomes binding when signed.
- Court: means every court having jurisdiction in the case. See Kentucky Statutes 275.015
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Operating agreement: means any agreement, written or oral, among all of the members, as to the conduct of the business and affairs of a limited liability company. See Kentucky Statutes 275.015
- Person: means an individual, a partnership, a domestic or foreign limited liability company, a trust, an estate, an association, a corporation, or any other legal entity. See Kentucky Statutes 275.015
- Professional limited liability company: means a limited liability company organized under this chapter or the laws of another state or foreign country for purposes that include, but are not limited to, the providing of one (1) or more professional services. See Kentucky Statutes 275.015
- State: means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico. See Kentucky Statutes 275.015
- Tort: A civil wrong or breach of a duty to another person, as outlined by law. A very common tort is negligent operation of a motor vehicle that results in property damage and personal injury in an automobile accident.
(3) Subsection (1) of this section shall not affect the liability of a member, manager, employee, or agent of a limited liability company for his or her own negligence, wrongful acts, or misconduct.
Effective: July 12, 2012
History: Amended 2012 Ky. Acts ch. 81, sec. 105, effective July 12, 2012. — Amended
2010 Ky. Acts ch. 133, sec. 31, effective July 15, 2010. — Amended 1998 Ky. Acts ch. 341, sec. 26, effective July 15, 1998. — Created 1994 Ky. Acts ch. 389, sec. 30, effective July 15, 1994.