§ 21-129 — Liability of members and managers

(RULLCA 304) (a) The debts,
obligations, or other liabilities of a limited liability company, whether
arising in contract, tort, or otherwise:
(1) are solely the debts,
obligations, or other liabilities of the company; and
(2) do not become the debts, obligations,
or other liabilities of a member or manager solely by reason of the member
acting as a member or manager acting as a manager.
(b) The mere failure of a limited
liability company to observe any particular formalities relating to the exercise
of its powers or management of its activities is not a ground for imposing
liability on the members or managers for the debts, obligations, or other
liabilities of the company.
(c) Any member, manager, or employee of a limited
liability company with the duty to collect, account for, or pay over any taxes
imposed upon a limited liability company or with the authority to decide whether
the limited liability company will pay taxes imposed upon a limited liability
company shall be personally liable for the payment of such taxes in the event
of willful failure on his or her part to have a limited liability company
perform such act. Such taxes shall be collected in the same manner as provided
under section 77-1783.01 .

Legislative History

Source: Laws 2010, LB888, § 29.