2010 Mississippi Code
TITLE 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS
Chapter 29 - Mississippi Limited Liability Company Act.
79-29-305 - Liability to third parties.
§ 79-29-305. Liability to third parties.
(1) A person who is a member of a limited liability company is not liable, by reason of being a member, under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the limited liability company, whether arising in contract, tort or otherwise or for the acts or omissions of any other member, manager, agent or employee of the limited liability company.
(2) A member of a limited liability company is not a proper party to a proceeding by or against a limited liability company, by reason of being a member of the limited liability company, except:
(a) Where the object of the proceeding is to enforce a member's right against or liability to the limited liability company; or
(b) In a derivative action brought pursuant to Article 11 of this chapter.
(3) Notwithstanding the provisions of subsections (1) and (2) of this section, under a limited liability company agreement or under another agreement, a member or manager may agree to be obligated personally for any or all of the debts, obligations and liabilities of the limited liability company.
Sources: Laws, 1994, ch. 402, § 26; Laws, 1996, ch. 336, § 1, eff from and after July 1, 1996.
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