Especially important to the members of an LLC is the responsibility for payment of the debts of the LLC. The debts, obligations and liabilities of a limited liability company are solely the debts, obligations and liabilities of the limited liability company itself. No individual member, manager, employee or agent of a limited liability company is obligated personally for the debts, obligations and/or liability of the limited liability company, unless he or she has signed a personal guaranty of the LLC debt, or fails to disclose their representative status as an agent of the LLC.
The law is quite clear on this subject. The debts and obligations of the LLC are company obligations, not the personal obligations of any individual LLC member(s). Further, no member or manager, employee or agent “is obligated personally” for: (1) any LLC obligation; or (2) for any obligation or liability of any other member, manager, employee or agent by reason of being a member or acting as manager, employee or agent, of the LLC. The only exception(s) to this rule is in the case of an unpaid capital contribution owed to the LLC by a member upon admission to the LLC. If unpaid that debt can be enforced against the obligated member by, among others, creditors of the LLC.
Fredrick P. Niemann Esq.
Have an LLC debt issue you need to discuss? Call or email me today for us to meet. You will find me easy to talk to, and highly approachable. Allow me to offer you practical, legal ways to handle your LLC matter. You can reach me toll free at (855) 376-5291 or e-mail me at fniemann@hnlawfirm.com.
Written by Fredrick P. Niemann, Esq. of Hanlon Niemann & Wright, a New Jersey LLC Law Attorney