N.Y. Limited Liability Company Law § 609: Liability of members, managers and agents

§ 609. Liability of members, managers and agents. (a) Neither a member

of a limited liability company, a manager of a limited liability company

managed by a manager or managers nor an agent of a limited liability

company (including a person having more than one such capacity) is

liable for any debts, obligations or liabilities of the limited

liability company or each other, whether arising in tort, contract or

otherwise, solely by reason of being such member, manager or agent or

acting (or omitting to act) in such capacities or participating (as an

employee, consultant, contractor or otherwise) in the conduct of the

business of the limited liability company.

(b) Notwithstanding the provisions of subdivision (a) of this section,

all or specified members of a limited liability company may be liable in

their capacity as members for all or specified debts, obligations or

liabilities of a limited liability company if (l) a statement to such

effect is specifically contained in the articles of organization of the

limited liability company and (2) any such member so liable shall have

(i) specifically consented in writing (A) to the adoption of such

provisions or (B) to be bound by such provision or (ii) specifically

voted for the adoption of such provision. The absence of either such

statement in the articles of organization or such consent or vote of any

such member shall in no way affect or impair the ability of a member to

act as a guarantor or a surety for, provide collateral for or otherwise

be liable for, the debts, obligations or liabilities of a limited

liability company as authorized pursuant to section six hundred eleven

of this article.

(c) Notwithstanding the provisions of subdivisions (a) and (b) of this

section, the ten members with the largest percentage ownership interest,

as determined as of the beginning of the period during which the unpaid

services referred to in this section are performed, of every domestic

limited liability company, or of any foreign limited liability company,

when the unpaid services were performed in the state, shall jointly and

severally be personally liable for all debts, wages or salaries due and

owing to any of its laborers, servants or employees, for services

performed by them for such limited liability company. Before such

laborer, servant or employee shall charge such member for such services,

he or she shall give notice in writing to such member that he or she

intends to hold such member liable under this section. Such notice shall

be given within one hundred eighty days after termination of such

services. An action to enforce such liability shall be commenced within

ninety days after the return of an execution unsatisfied against the

limited liability company upon a judgment recovered against it for such

services. A member who has paid more than his or her pro rata share

under this section shall be entitled to contribution pro rata from the

other members liable under this section with respect to the excess so

paid, over and above his or her pro rata share, and may sue them jointly

or severally or any number of them to recover the amount due from them.

Such recovery may be had in a separate action. As used in this

subdivision, "pro rata" means in proportion to percentage ownership

interest. Before a member may claim contribution from other members

under this section, he or she shall give them notice in writing that he

or she intends to hold them so liable to him or her.

(d) For the purposes of this section, wages or salaries shall mean all

compensation and benefits payable by an employer to or for the account

of the employee, servant or laborer, for services performed by them for

such limited liability company. These shall specifically include but not

be limited to salaries, overtime, vacation, holiday and severance pay;

employer contributions to or payments of insurance or welfare benefits;

employer contributions to pension or annuity funds; and any other moneys

properly due or payable for services rendered by such employee, servant

or laborer, including any concomitant liquidated damages, penalties,

interest, attorneys' fees or costs.