Securities Law Commons^™

The New York Llc Act At Twenty: Is Piercing Still 'Enveloped In The Midst Of Metaphor'?, Miriam R. Albert

Hofstra Law Faculty Scholarship

Twenty years ago, the New York Limited Liability Company Law was enacted, including § 609(a), which explicitly disclaims liability of members, managers, and agents for the debts and obligations of the LLC. However, New York courts have held that this limitation on liability is not absolute, and certain conduct on the part of the owners can erode the liability shield. The statute provides that the members will not have personal liability for LLC debts solely because of their role as owners in the LLC. The statute does not say that members will never have liability, just that any liability will …