2011 California Code
Corporations Code
TITLE 2.5. LIMITED LIABILITY COMPANIES [17000 - 17656]
CHAPTER 4. Management
Section 17158
(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.)
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