2022 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 11 - Limited Liability Companies
Article 3 - Agency; Management; Duties; Liability
§ 14-11-303. Liability to Third Parties

1. A person who is a member, manager, agent, or employee of a limited liability company is not liable, solely by reason of being a member, manager, agent, or employee of the limited liability company, 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, including liabilities and obligations of the limited liability company to any member or assignee, 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, whether arising in contract, tort, or otherwise. Notwithstanding the provisions of this subsection, a member, manager, or employee may be personally liable for tax liabilities arising from the operation of the limited liability company as provided in Code Section 48-2-52.
2. Notwithstanding the provisions of subsection (a) of this Code section, under a written operating agreement or under another written 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.

History. Code 1981, § 14-11-303 , enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 1997, p. 1380, § 5; Ga. L. 2001, p. 984, § 3; Ga. L. 2009, p. 108, § 4/HB 308.

Law reviews.

For article commenting on the 1997 amendment of this Code section, see 14 Ga. St. U. L. Rev. 57 (1997).

For note on the 2001 amendment to this Code section, see 18 Ga. St. U. L. Rev. 294 (2001).

For article, “2008 Annual Review of Case Law Development,” see 14 (No. 6) Ga. St. B.J. 28 (2009).

For article, “The Georgia LLC Act Comes of Age,” see 16 (No. 1) Ga. St. B. J. 20 (2010).