Section 17158.


Latest version.
  • (a) No person who is a manager or officer or both a manager and officer of a limited liability company shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the limited liability company, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a manager or officer or both a manager and officer of the limited liability company.

    (b) Notwithstanding subdivision (a), a manager of a limited liability company may agree to be obligated personally for any or all of the debts, obligations, and liabilities of the limited liability company as follows:

    (1) If the agreement to be so liable is set forth in the articles of organization or in a written operating agreement that specifically references this subdivision.

    (2) Pursuant to the terms of a written guarantee or other contractual obligation entered into by the manager, other than an operating agreement.

(Amended by Stats. 1996, Ch. 57, Sec. 14. Effective June 6, 1996. Repealed as of January 1, 2014, pursuant to Section 17657. Thereafter, see Title 2.6, commencing with Section 17701.01.)