Michigan Laws 450.4407 – Managers; eliminating or limiting liability; exceptions
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A provision in the articles of organization or an operating agreement may eliminate or limit the monetary liability of a manager to the limited liability company or its members for breach of any duty established in section 404, except that the provision does not eliminate or limit the liability of a manager for any of the following:
(a) The receipt of a financial benefit to which the manager is not entitled.
Terms Used In Michigan Laws 450.4407
- Articles of organization: means the original documents filed to organize a limited liability company, as amended or restated by certificates of correction, amendment, or merger, by restated articles, or by other instruments filed or issued under any statute. See Michigan Laws 450.4102
- Operating agreement: means a written agreement by the member of a limited liability company that has 1 member, or between all of the members of a limited liability company that has more than 1 member, pertaining to the affairs of the limited liability company and the conduct of its business. See Michigan Laws 450.4102
(b) Liability under section 308.
(c) A knowing violation of law.
(d) An act or omission occurring before the date when the provision becomes effective.