2011 Vermont Code
Title 11 Corporations, Partnerships and Associations
Chapter 21 LIMITED LIABILITY COMPANIES
§ 3043 Liability of members and managers
§ 3043. Liability of members and managers
(a) Except as otherwise provided in subsection (b) of this section, the debts, obligations and liabilities of a limited liability company, whether arising in contract, tort or otherwise, are solely the debts, obligations and liabilities of the company. A member or manager is not personally liable for a debt, obligation or liability of the company solely by reason of being or acting as a member or manager, except that such member or manager may become personally liable by reason of his or her own acts or conduct.
(b) All or specified members of a limited liability company are liable in their capacity as members for all or specified debts, obligations or liabilities of the company if:
(1) a provision to that effect is contained in the articles of organization; and
(2) a member so liable has consented in writing to the adoption of the provision or to be bound by the provision. (Added 1995, No. 179 (Adj. Sess.), { 4.)
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