2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 89 - Limited Liability Companies
8922 - Liability of members.

     § 8922.  Liability of members.
        (a)  General rule.--Except as provided in subsection (e), the
     members of a limited liability company shall not be liable,
     solely by reason of being a member, under an order of a court or
     in any other manner for a debt, obligation or liability of the
     company of any kind or for the acts of any member, manager,
     agent or employee of the company.
        (b)  Professional relationship unaffected.--Subsection (a)
     shall not afford members of a professional company with greater
     immunity than is available to the officers, shareholders,
     employees or agents of a professional corporation. See section
     2925 (relating to professional relationship retained).
        (c)  Disciplinary jurisdiction unaffected.--A professional
     company shall be subject to the applicable rules and regulations
     adopted by, and all the disciplinary powers of, the court,
     department, board, commission or other government unit
     regulating the profession in which the company is engaged. The
     court, department, board or other government unit may require
     that a company include in its certificate of organization or
     operating agreement provisions that conform to any rule or
     regulation heretofore or hereafter promulgated for the purpose
     of enforcing the ethics of a profession. This chapter shall not
     affect or impair the disciplinary powers of the court,
     department, board, commission or other government unit over
     licensed persons or any law, rule or regulation pertaining to
     the standards for professional conduct of licensed persons or to
     the professional relationship between any licensed person
     rendering professional services and the person receiving
     professional services.
        (d)  Conflict of laws.--The personal liability of a member of
     a company to any person or in any action or proceeding for the
     debts, obligations or liabilities of the company or for the acts
     of other members, managers, employees or agents of the company
     shall be governed solely and exclusively by this chapter and the
     laws of this Commonwealth. Whenever a conflict arises between
     the laws of this Commonwealth and the laws of any other state
     with regard to the liability of members of a company organized
     and existing under this chapter for the debts, obligations and
     liabilities of the company or for the acts of the other members,
     managers, employees or agents of the company, the laws of this
     Commonwealth shall govern in determining such liability.
        (e)  Expansion of liability.--The certificate of organization
     may provide that some or all of the members shall be liable for
     some or all of the debts, obligations and liabilities of the
     company to the extent and under the circumstances provided in
     the certificate.
        (f)  Medical professional liability.--A professional company
     shall be deemed to be a partnership for purposes of section 811
     of the act of October 15, 1975 (P.L.390, No.111), known as the
     Health Care Services Malpractice Act.
        (g)  Cross reference.--See section 8904(b) (relating to rules
     for cases not provided for in this chapter).
     (June 22, 2001, P.L.418, No.34, eff. 60 days)

        2001 Amendment.  Act 34 amended the section heading and
     subsecs. (a), (b) and (d), relettered former subsec. (e) to
     subsec. (g) and added subsecs. (e) and (f).
        Cross References.  Section 8922 is referred to in section
     8932 of this title.