§ 609 — Liability of members, managers and agents

§ 609. Liability of members, managers and agents. (a) Neither a member\nof a limited liability company, a manager of a limited liability company\nmanaged by a manager or managers nor an agent of a limited liability\ncompany (including a person having more than one such capacity) is\nliable for any debts, obligations or liabilities of the limited\nliability company or each other, whether arising in tort, contract or\notherwise, solely by reason of being such member, manager or agent or\nacting (or omitting to act) in such capacities or participating (as an\nemployee, consultant, contractor or otherwise) in the conduct of the\nbusiness of the limited liability company.\n (b) Notwithstanding the provisions of subdivision (a) of this section,\nall or specified members of a limited liability company may be liable in\ntheir capacity as members for all or specified debts, obligations or\nliabilities of a limited liability company if (l) a statement to such\neffect is specifically contained in the articles of organization of the\nlimited liability company and (2) any such member so liable shall have\n(i) specifically consented in writing (A) to the adoption of such\nprovisions or (B) to be bound by such provision or (ii) specifically\nvoted for the adoption of such provision. The absence of either such\nstatement in the articles of organization or such consent or vote of any\nsuch member shall in no way affect or impair the ability of a member to\nact as a guarantor or a surety for, provide collateral for or otherwise\nbe liable for, the debts, obligations or liabilities of a limited\nliability company as authorized pursuant to section six hundred eleven\nof this article.\n (c) Notwithstanding the provisions of subdivisions (a) and (b) of this\nsection, the ten members with the largest percentage ownership interest,\nas determined as of the beginning of the period during which the unpaid\nservices referred to in this section are performed, of every domestic\nlimited liability company, or of any foreign limited liability company,\nwhen the unpaid services were performed in the state, shall jointly and\nseverally be personally liable for all debts, wages or salaries due and\nowing to any of its laborers, servants or employees, for services\nperformed by them for such limited liability company. Before such\nlaborer, servant or employee shall charge such member for such services,\nhe or she shall give notice in writing to such member that he or she\nintends to hold such member liable under this section. Such notice shall\nbe given within one hundred eighty days after termination of such\nservices. An action to enforce such liability shall be commenced within\nninety days after the return of an execution unsatisfied against the\nlimited liability company upon a judgment recovered against it for such\nservices. A member who has paid more than his or her pro rata share\nunder this section shall be entitled to contribution pro rata from the\nother members liable under this section with respect to the excess so\npaid, over and above his or her pro rata share, and may sue them jointly\nor severally or any number of them to recover the amount due from them.\nSuch recovery may be had in a separate action. As used in this\nsubdivision, "pro rata" means in proportion to percentage ownership\ninterest. Before a member may claim contribution from other members\nunder this section, he or she shall give them notice in writing that he\nor she intends to hold them so liable to him or her.\n (d) For the purposes of this section, wages or salaries shall mean all\ncompensation and benefits payable by an employer to or for the account\nof the employee, servant or laborer, for services performed by them for\nsuch limited liability company. These shall specifically include but not\nbe limited to salaries, overtime, vacation, holiday and severance pay;\nemployer contributions to or payments of insurance or welfare benefits;\nemployer contributions to pension or annuity funds; and any other moneys\nproperly due or payable for services rendered by such employee, servant\nor laborer, including any concomitant liquidated damages, penalties,\ninterest, attorneys' fees or costs.\n